Exhibit
10.17


 


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.


 


	No.
    2018-05	$1,000,000.00


 


Ensysce
Biosciences, Inc.


 


10.0%
Convertible Promissory Note


 


Section
1. General.


 


FOR
VALUE RECEIVED, ENSYSCE BIOSCIENCES, INC., a Delaware corporation (the “Ensysce”), hereby
promises to pay to the order of Bob Gower or its registered assigns (the “Investor”), the
principal sum of ONE MILLION DOLLARS AND ZERO CENTS ($1,000,00.00), or such lesser amount as shall then equal the outstanding
principal amount hereof, together with interest thereon at a rate equal to 10% (the “Interest Rate”) per annum,
simple interest computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier repaid or
converted in accordance with the terms hereof, all unpaid principal, together with any then unpaid and accrued interest and
other amounts payable hereunder, shall be due and payable on the earlier of (i) written demand of the Investor, which demand
may not be made prior to September 14, 20201 (the “Maturity Date”); or (ii) when
such amounts become due and payable as a result of, and following, an Event of Default in accordance with Section 3. All
payments required to be made hereunder, if any, shall be made in such coin or currency of the United States of America as at
the time of payment shall be legal tender therein for the payment of public and private debts. Interest shall accrue on the
unpaid balance of the principal amount of this Note (without any compounding) from and including the date hereof to, but
excluding, the date on which the principal amount of this Note is paid in full (or converted in accordance with Section 5
hereof) and, unless such accrued interest shall be converted in accordance with Section 5 hereof or earlier repaid pursuant
to the terms of this Note, shall be payable on the Maturity Date.


 


This
is one of a duly authorized issue of notes (this note being referred to as the “Note” and, collectively,
all similar notes issued by Ensysce pursuant to the Note Offering being referred to as the “Notes”)
of Ensysce in an anticipated aggregate principal amount of up to US$2,000,000 (the “Note Offering”).
Nothing herein shall restrict the ability of Ensysce to either increase or decrease the aggregate principal amount of Notes
offered in the Note Offering.


 





 



1
Two years following issue date of Note.


 




    	 



     


    

 


The
Note Offering is being made, and this Note is being issued, pursuant to the terms of a Securities Purchase Agreement (the “Purchase
Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Purchase Agreement.


 


Section
2. Prepayment.


 


Ensysce
may not prepay this Note prior to the Maturity Date without the consent of the Requisite Holders. For purposes hereof, “Requisite
Holders” shall mean the holders of Notes representing a majority of the aggregate principal amount of all Notes
then outstanding; provided that that Notes held, directly or indirectly, by Bob Gower will be excluded in determining the Requisite
Holders.


 


Section
3. Defaults.


 


The
occurrence of any of the following shall constitute an “Event of Default” under this Note:


 


(a)
Ensysce shall fail to pay (i) when due any principal or interest payment hereof on the due date hereunder or (ii) any other payment
required under the terms of this Note on the date due and such payment shall not have been made within five (5) days of Ensysce’s
receipt of Investor’s written notice to Ensysce of such failure to pay; or


 


(b)
Ensysce shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note (other
than those specified in Section 3(a)) and such failure shall continue for ten (10) days after written notice thereof is delivered
to Ensysce; or


 


(c)
Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Ensysce
to the Investor in the Purchase Agreement shall be false, incorrect, incomplete or misleading in any material respect when made
or furnished; or


 


(d)
Ensysce shall (i) fail to make any payment when due under the terms of any bond, debenture, note or other evidence of indebtedness
to be paid by Ensysce (excluding this Note, which default is addressed by  Section 3(a) above, but including any other evidence of indebtedness
of Ensysce to the Investor) and such failure shall continue beyond any period of grace provided with respect thereto, or (ii)
default in the observance or performance of any other agreement, term or condition contained in any such bond, debenture, note
or other evidence of indebtedness, and the effect of such failure or default is to cause, or permit the holder thereof to cause,
indebtedness in an aggregate amount of Five Hundred Thousand Dollars ($500,000) or more to become due prior to its stated date
of maturity; or


 


(e)
Ensysce shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all
or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature,
(iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in
part, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or
to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced
against it, or (vi) take any action for the purpose of effecting any of the foregoing; or


 




    	-2-



     


    

 


(f)
Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Ensysce or of all or a substantial part of
the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect
to Ensysce or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced
and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement;
or


 


(g)
One or more judgments for the payment of money in an amount in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate,
outstanding at any one time, shall be rendered against Ensysce and the same shall remain undischarged for a period of thirty (30)
days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution
or similar process shall be issued or levied against a substantial part of the property of Ensysce and such judgment, writ, or
similar process shall not be released, stayed, vacated or otherwise dismissed within thirty (30) days after issue or levy.


 


Section
4. Rights Of Investor Upon Default.


 


Upon
the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 3(f) or 3(g) hereof)
and at any time thereafter during the continuance of such Event of Default, the Investor may, by written notice to Ensysce, declare
all outstanding amounts payable by Ensysce hereunder to be immediately due and payable without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.
Upon the occurrence or existence of any Event of Default described in Sections 3(f) or 3(g) hereof, immediately and without notice,
all outstanding amounts payable by Ensysce hereunder shall automatically become immediately due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary
notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Investor
may exercise any other right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both.


 


Section
5. Conversion; Sale of Ensysce.


 


(a) Investor
Conversion. At any time, and from time to time, on or after a Qualifying Financing, the Investor may, at its sole and
exclusive option, convert all or any part of the principal (and accrued and unpaid interest) outstanding under this Note into
Qualifying Securities issued in a Qualifying Financing of Ensysce at a conversion price, subject to adjustment as provided in
Section 6 (the “Base Conversion Price”) per share of Qualifying Securities equal to fifty percent
(50%) of the Applicable Price. For purposes hereof, (i) a “Qualifying Financing” shall mean the
first sale and issuance, after the date of this Note and for cash, by Ensysce of Qualifying Securities in a single
transaction, or series of related transactions on the same terms, in an aggregate amount not less than five million dollars
($5,000,000); (ii) “Qualifying Securities” shall mean Ensysce common stock, preferred stock or any
securities conferring the right to purchase Ensysce common stock, preferred stock or securities convertible into, or
exchangeable for (with or without additional consideration), Ensysce common stock or preferred stock, except that such
defined term shall not include the Notes or any security (x) granted, issued and/or sold by Ensysce to any employee, director
or consultant in such capacity, or (y) issued upon the conversion or exercise of any option, warrant or other security
outstanding as of the date of this Note; and (iii) “Applicable Price” shall mean the price per
share of Qualifying Securities paid in the Qualifying Financing.


 




    	-3-



     


    

 


(b) Automatic
Conversion. At the closing date of a Going Public Transaction, the entire principal outstanding under this Note (and
accrued and unpaid interest) shall be automatically converted into shares of common stock (the “Common
Stock”) of the Public Company at a conversion price per share equal to the Automatic Conversion Price.
For purposes hereof, (i) a “Going Public Transaction” shall mean (A) an initial public offering
(the “IPO”) of Common Stock by Ensysce, or (B) a merger, acquisition, reorganization or
similar transaction (a “Reverse Merger”) that results in the holders of Ensysce common stock
holding Listed Shares of the Public Company; (ii) the “Public Company” shall mean (A) in the case
of an IPO, Ensysce; and (B) in the case of a Reverse Merger, the party to the Reverse Merger whose shares are issued in the
Reverse Merger and which shares comprise Listed Shares; (iii) “Listed Shares” shall mean shares of
equity securities of the Public Company that are traded on a recognized U.S. securities trading market or exchange; (iv)
“Automatic Conversion Price” shall mean a price per share equal to the lesser of (A) the Maximum
Agreed Per Share Price, or (B) the Agreed EVPS; (v) “Maximum Agreed Per Share Price” shall mean,
subject to adjustment as provided in Section 6 hereof, $0.25 per share; (vi) “Agreed EVPS” shall
mean the Enterprise Value per share of the Public Company’s common stock as measured on the Measurement Date; (vii)
“Enterprise Value” shall mean, with respect to the Public Company and as measured on the
Measurement Date, the Market Capitalization + Debt + Preferred Stock - Cash and Cash Equivalents; provided, that for purposes
of computing Agreed EVPS, Enterprise Value shall not exceed $55,000,000; (viii) “Market
Capitalization” shall mean, as of the Measurement Date, the total number of issued and outstanding shares of
common stock of the Company multiplied by (A) in the case of an IPO, the price of the Listed Shares sold in the IPO, and (B)
in the case of a Reverse Merger, the closing price of the Public Company’s common stock on the Principal Market; (ix)
“Measurement Date” shall mean (A) in the case of an IPO, the closing date of the IPO, and (B) in
the case of a Reverse Merger, the first trading day, on which the Common Stock trades on the Principal Market, closing after
the public announcement of completion of the Reverse Merger (for clarity, if the Reverse Merger is announced during a trading
day but before the close of the trading market on that day, the day of such announcement shall be the Measurement Date; if
the Reverse Merger is announced after the close of a trading, the following trading day shall be the Measurement Date); and
(xi) “Principal Market” shall mean the principal U.S. stock exchange or over-the-counter market on
which the Common Stock trades on the Measurement Date;


 




    	-4-



     


    

 


(c) Mechanics
and Effect Of Conversion. No fractional shares of Qualifying Securities or Common Stock, as appropriate, shall be issued
upon conversion of this Note, in part or in whole. Fractional shares otherwise issuable on conversion shall be rounded down
to the highest whole number of shares. On partial conversion of this Note, Ensysce shall issue to the Investor (i) the shares
of Qualifying Securities into which a portion of this Note is converted and (ii) a new convertible promissory note having
identical terms to this Note, except that the principal amount thereof shall equal the difference between (A) the principal
amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into stock.
Upon conversion of this Note, the Investor shall surrender this Note, duly endorsed, at the principal office of Ensysce. At
its expense, Ensysce or the Company, as appropriate, shall, as soon as practicable following conversion pursuant to Section
5(a) or 5(b), as appropriate, issue and deliver to the Investor a certificate or certificates for the number of shares of
Qualifying Securities or Common Stock, as appropriate, to which the Investor shall be entitled upon such conversion (bearing
such legends as arc required by applicable state and federal securities laws in the opinion of counsel to Ensysce or the
Company, as appropriate), together with any other securities and property to which the Investor is entitled upon such
conversion under the terms of this Note.


 


(d)
Reservation Of Stock Issuable Upon Conversion. Ensysce shall at all times reserve and keep available, out of its authorized
but unissued shares of capital stock, solely for the purpose of effecting the conversion of this Note, such number of its shares
of its capital stock as shall from time to time be sufficient to effect the conversion of this Note; and if at any time the number
of authorized but unissued shares of capital stock of Ensysce shall not be sufficient to effect the conversion of this Note, Ensysce
hereby covenants and agrees to take such corporate action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of capital stock to such number of shares as shall be sufficient for such purpose. As a condition
of the Investor’s purchase of this Note, Ensysce shall include in any merger agreement pertaining to a Reverse Merger a
requirement that the Company will assume the conversion obligations under this Note and reserve and keep available, out of its
authorized but unissued shares of capital stock, solely for the purpose of effecting the conversion of this Note, such number
of shares of its capital stock as shall from time to time be sufficient to effect the conversion of this Note.


 


(e)
Payment Of Expenses And Taxes On Conversion. Ensysce or, on and after a Reverse Merger, the Public Company, shall pay all
expenses, taxes and other charges payable in connection with the preparation, execution, issuance and delivery of stock certificates
and new promissory notes pursuant to this Section 5 hereof.


 


(f)
Sale of Ensysce. Notwithstanding any provision in this Note to the contrary, in the event Ensysce consummates a Company
Sale prior to the conversion or repayment in full of this Notes, (i) Ensysce will give the Holder at least five days prior written
notice of the anticipated closing date of such Company Sale and (ii) at the closing of such Company Sale, in lieu of the principal
and interest that would otherwise be payable at such date, Ensysce will have the right, subject to the Holder’s continuing
right to convert hereunder prior to that date, to pay the Holders, in full satisfaction of Ensysce’s obligations under this
Note, an aggregate equal to (x) two times the aggregate amount of principal then outstanding under this Note, plus (y) all then
accrued and unpaid interest on this Note. For purposes hereof, “Company Sale” shall mean (i) any transaction
or series of related transactions to which Ensysce is a party in which in excess of 50% of Ensysce’s voting power is transferred;
or (ii) a sale, lease or other disposition of all or substantially all of the assets of Ensysce; provided, however, that a Company
Sale shall not include (x) a transaction qualifying as a Going Public Transaction; or (y) any transaction or series of transactions
principally for bona fide equity financing purposes in which cash is received by Ensysce or indebtedness of Ensysce is cancelled
or converted.


 




    	-5-



     


    

 


Section
6. Conversion Price Adjustments.


 


(a)
Adjustment For Stock Splits. If Ensysce shall, at any time or from time to time after the occurrence of a Qualifying Financing,
effect a stock split or subdivision of its outstanding common stock (excluding stock splits or stock subdivisions effected pursuant
to the terms of a Reverse Merger), the Base Conversion Price in effect immediately before that subdivision shall be proportionately
decreased, effective at the close of business on the date the stock split or subdivision becomes effective.


 


(b)
Adjustment For Stock Combinations. If Ensysce shall, at any time or from time to time after the occurrence of a Qualifying
Financing, combine the outstanding shares of its common stock (including by way of reverse stock split) into a smaller number
of shares (excluding a combination effected pursuant to the terms of a Reverse Merger), the Base Conversion Price in effect immediately
before the combination shall be proportionately increased, effective at the close of business on the date the combination becomes
effective.


 


(c)
Adjustment for Stock Splits and Combinations Pursuant to a Reverse Merger. If, pursuant to the terms of a Reverse Merger,
a stock split or subdivision of the Common Stock of the Company is effected resulting in the total outstanding shares of Common
Stock exceeding the number that would otherwise be outstanding on the closing date of the Reverse Merger, the Maximum Agreed Per
Share Price shall be proportionately decreased. Conversely, if, pursuant to the terms of a Reverse Merger, a combination of the
Common Stock of the Company is effected (including by way of a reverse stock split) resulting in the total outstanding shares
of Common Stock being less than the number that would otherwise be outstanding on the closing date of the Reverse Merger, the
Maximum Agreed Per Share Price shall be proportionally increased.


 


(d)
Adjustment For Common Stock Dividends And Distributions. If Ensysce, at any time or from time to time after the occurrence
of a Qualifying Financing, issues, or fixes a record date for the determination of holders of common stock entitled to receive,
a dividend or other distribution payable solely in additional shares of common stock, the Base Conversion Price that is then in
effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business
on such record date, by multiplying the Base Conversion Price by a fraction (i) the numerator of which is the total number of
shares of common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such
record date, and (ii) the denominator of which is the sum of the total number of shares of common stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of common
stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed therefor, the Base Conversion Price shall be recomputed
accordingly as of the close of business on such record date and thereafter the Base Conversion Price shall be adjusted pursuant
to this Section 6(d) to reflect the actual payment of such dividend or distribution.


 




    	-6-



     


    

 


(e)
Adjustments For Other Dividends And Distributions. If Ensysce, at any time or from time to time after the occurrence of
a Qualifying Financing, issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a
dividend or other distribution payable in securities of Ensysce (other than shares of common stock) or in other property, in each
such event provision shall be made so that the Investor shall receive upon conversion hereof, in addition to the number of shares
of common stock receivable hereupon, the amount of securities of Ensysce or other property which such Investor would have received
had this Note been converted into common stock on the date of such event and had it thereafter, during the period from the date
of such event to and including the conversion date, retained such securities or other property receivable by it as aforesaid during
such period, subject to all other adjustments called for during such period under this Section 6 with respect to the rights of the Investor
or with respect to such other securities or other property by their terms. As used herein, the term “other property”
does not include cash.


 


(f)
Adjustment For Reclassification, Exchange And Substitution. If at any time or from time to time after the occurrence of
a Qualifying Financing, the Qualifying Securities issuable upon the conversion of this Note are changed into the same or a different
number of shares of any class or series of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision
or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere
in this Section 6), then in any such event the Investor shall have the right thereafter to convert this Note into the kind and amount
of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders
of the number of shares of Qualifying Securities into which this Note could have been converted immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property
by the terms thereof.


 


(g)
Certificate Of Adjustment. In each case of an adjustment or readjustment of the Base Conversion Price or Maximum Agreed
Per Share Price pursuant to this Section 6, Ensysce, at its own expense, shall cause its Treasurer to compute such adjustment or readjustment
in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to the Investor at the Investor’s address as shown in Ensysce’s
books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment
or readjustment is based. No adjustment in the Base Conversion Price or Maximum Agreed Per Share Price shall be required to be
made unless it would result in an increase or decrease of at least one cent, but any adjustments not made because of this sentence
shall be carried forward and taken into account in any subsequent adjustment otherwise required hereunder.


 




    	-7-



     


    

 


(h)
Notices Of Record Date. Upon (i) the establishment by Ensysce of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any capital
reorganization of Ensysce, any reclassification or recapitalization of the capital stock of Ensysce, any merger or consolidation
of Ensysce with or into any other company, or any transfer of all or substantially all the assets of Ensysce to any other person
or any voluntary or involuntary dissolution, liquidation or winding up of Ensysce, Ensysce shall mail to the Investor at least
10 days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for
the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become
effective, and (C) the date, if any, that is to be fixed as to when the holders of record of common stock (or other securities)
of Ensysce, shall be entitled to exchange their shares of common stock (or other securities), for securities or other property
deliverable upon such reorganization, reclassification transfer, consolidation, merger, dissolution, liquidation or winding up.


 


(i)
No Impairment. Ensysce shall not amend its Certificate of Incorporation or participate in any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action for the purpose of avoiding
or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by Ensysce, but shall
at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect
the conversion rights of the Investor against dilution or other impairment as provided herein.


 


Section
7. Ranking.


 


This
Note is an unsecured general obligation of Ensysce.


 


Section
8. Defenses.


 


The
obligations of Ensysce under this Note shall not be subject to reduction, limitation, impairment, termination, defense, set-off,
counterclaim or recoupment for any reason.


 


Section
9. Exchange or Replacement of Notes.


 


(a)
The Investor may, at its option, in person or by duly authorized attorney, surrender this Note for exchange, at the principal
business office of Ensysce, and receive in exchange therefore, a new Note in the same principal amount as the unpaid principal
amount of this Note and bearing interest at the same annual rate as this Note, each such new Note to be dated as of the date of
this Note and to be in such principal amount as remains unpaid and payable to such person or persons, or order, as the Investor
may designate in writing.


 


(b)
Upon receipt by Ensysce of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Note and (in the
case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon surrender and cancellation of this
Note, if mutilated, Ensysce will deliver a new Note of like tenor in lieu of this Note. Any Note delivered in accordance with
the provisions of this Section 9 shall be dated as of the date of this Note.


 


Section
10. Attorneys’ and Collection Fees.


 


Should
the indebtedness evidenced by this Note or any part hereof be collected at law or in equity or in bankruptcy, receivership or
other court proceedings, Ensysce agrees to pay, in addition to the principal and interest due and payable hereon, all costs of
collection, including reasonable attorneys’ fees and expenses, incurred by the Investor in collecting or enforcing this
Note.


 




    	-8-



     


    

 


Section
11. Waivers.


 


Ensysce
hereby waives presentment, demand for payment, notice of dishonor, notice of protest and all other notices or demands in connection
with the delivery, acceptance, performance or default of this Note. No delay by the Investor in exercising any power or right
hereunder shall operate as a waiver of any power or right, nor shall any single or partial exercise of any power or right preclude
other or further exercise thereof, or the exercise thereof, or the exercise of any other power or right hereunder or otherwise;
and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in writing by the Investor and then
only to the extent set forth therein.


 


Section
12. Amendments.


 


This
Note may not be amended without the express written consent of both Ensysce and the Requisite Holders.


 


Section
13. Governing Law.


 


This
Note is made and delivered in, and shall be governed by and construed in accordance with the laws of the State of California (without
giving effect to principles of conflicts of laws of the State of California or any other state). Any action to enforce the terms
of this Note shall be exclusively brought in the state and/or federal courts in San Diego County, California.


 


Section
14. Successors and Assigns.


 


The
rights and obligations of Ensysce and the Investor under this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties, including, upon completion of a Reverse Merger, the Public Company. Notwithstanding
the foregoing, neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law
or otherwise, in whole or in part, by Ensysce, without the prior written consent of the Investor.


 


Section
15. Notices.


 


Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via
facsimile or email (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile
number or email address specified in this Section prior to 5:00 p.m. (New York City time) on a Business Day, (b) the next Business
Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number
or email address specified in this Section on a day that is not a Business Day or later than 5:00 p.m. (New York City time) on
any Business Day, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier
service with next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as follows:


 




    	-9-



     


    

 


If
to Ensysce or the Public Company:


 


	 	Ensysce
    Biosciences, Inc. 
	 	6019
    Folsom Dr.
	 	La
    Jolla, California 92037
	 	Attn:
    Dr. Lynn Kirkpatrick
	 	Email:
    lkirkpatrick@ensysce.com


 


If
to an Investor:


 


To
the Investors address set forth on the signature page hereof or such other address as may be designated in writing hereafter,
in the same manner, by such person.


 


Section
16. No Rights of Stockholders.


 


Except
as otherwise provided herein, this Note shall not entitle the Investor to any of the rights of a stockholder of Ensysce, including
without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend,
meetings of stockholders or any other proceedings of Ensysce, unless and to the extent converted into shares of stock in accordance
with the terms hereof.


 


Section
17. Entire Agreement.


 


This
Note and the Purchase Agreement constitute the full and entire understanding and agreement between the parties with regard to
the subjects hereto and thereof.


 


Section
18. Headings.


 


The
headings used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.


 




    	-10-



     


    

 


IN
WITNESS WHEREOF, Ensysce has caused this Note to be duly executed by its duly authorized officer as of the date indicated
below.


 


Date:
September 7, 2018


 


	 	By:	/s/
    L. Kirkpatrick 
	 	Name: 
    	Dr.
    Lynn Kirkpatrick
	 	Title:
    	Chief
    Executive Officer


 


	Note
    No.	2018-05	 
	Amount:	 	 
	Investor
    Name:	BOB
    GOWER	 
	Address:	 	 
	 	 	 
	Facsimile
    No.:	 	 
	Email:	 	 


 




    	-11-



     


    

 


ANNEXA


 


CONVERSION
NOTICE


 


(To
be Executed by the Registered Holder


in
order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert the below indicated portion of principal and accrued interest of the above Note
No. ________, dated ________, 2018 into the number and nature of shares of Ensysce Biosciences, Inc. indicated below according
to the provisions hereof, as of the date written below.


 


	Conversion
    calculations:	 
	 	 
	 	 
	 	Date
    of Conversion Notice
	 	 
	 	 
	 	Principal
    Amount of Note to be Converted
	 	 
	 	 
	 	Accrued
    Interest to be Converted
	 	 
	 	 
	 	Base
    Conversion Price
	 	 
	 	 
	 	Nature
    of Securities to be issued Upon Conversion
	 	 
	 	 
	 	Number
    of Securities to be Issued Upon Conversion
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address


 




    	-12-



     


    

  


FIRST
AMENDMENT TO CONVERTIBLE PROMISSORY NOTES


 


THIS
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTES, is made as of January 30, 2021 (this “Amendment”), by and
among ENSYSCE BIOSCIENCES, INC. (“Ensysce”) and Bob Gower or his registered assigns (the “Investor”).


 


A.
Reference is made to those certain 10.0% Convertible Promissory Notes, by Ensysce in favor of the Investor, as set forth on Schedule
I attached hereto (the “Existing Notes”).


 


B.
The parties hereto have agreed to the amendments to the Existing Notes set forth herein and as amended hereby (the Existing Notes
as so amended being referred to as the “Notes”). Capitalized terms used but not defined herein have
the meanings assigned thereto in the Notes.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto agree as follows:


 


Section
1. Amendments to Existing Notes. Effective
as of the date hereof, the Existing Notes are each hereby amended as follows:


 


(a)
The definition of “Enterprise Value” in Section 5(b)(vii) of each Existing Note is hereby amended and restated in
its entirety as follows:


 


“(vii)
“Enterprise Value” shall mean, with respect to the Public Company and as measured on the Measurement
Date (A) in the case of an IPO, the Market Capitalization + Debt + Preferred Stock - Cash and Cash Equivalents, or (B) in the
case of a Reverse Merger, the enterprise value as implied by the proposed transaction value of such Reverse Merger; provided,
that for purposes of computing Agreed EVPS, Enterprise Value shall not exceed $55,000,000;”


 


(b)
The definition of “Market Capitalization” in Section 5(b)(viii) of each Existing Note is hereby amended and restated
in its entirety as follows:


 


“(viii)
“Market Capitalization” shall mean, as of the Measurement Date, the total number of issued and
outstanding shares of common stock of the Company multiplied by the price of the Listed Shares sold in the IPO;”


 


(c)
The definition of “Measurement Date” in Section 5(b)(ix) of each Existing Note is hereby amended and restated in its
entirety as follows:


 


“(ix)
“Measurement Date” shall mean (A) in the case of an IPO, the closing date of the IPO, and (B)
in the case of a Reverse Merger, the date the merger agreement relating to such Reverse Merger is entered into among the parties
thereto;”


 




    	 



     


    

 


(d)
Section 5(b) of each Existing Note is hereby amended by striking clause (xi) (definition of “Principal Market”) thereto.


 


Section
2. Effect of Amendments. Except as expressly
set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of Investor under the Notes and shall not alter, modify, amend, constitute a waiver of, or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the Notes, all of which are ratified and
affirmed in all respects, shall continue in full force and effect and shall continue to constitute the legal, valid, binding and
enforceable obligations of Ensysce. Nothing herein shall be deemed to entitle Ensysce to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Notes in
similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Existing
Notes specifically referred to herein.


 


Section
3. Further Assurances. Each of the parties
hereto shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to
perform the provisions of this Amendment.


 


Section
4. Counterparts. This Amendment may be
executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original
but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment
by facsimile or other means of electronic transmission shall be as effective as delivery of a manually signed counterpart of this
Amendment.


 


Section
5. Severability. If any provision
of this Amendment, or any paragraph, sentence, clause, phrase, or word, or the application thereof, in any circumstances, is adjudicated
to be invalid, the validity of the remainder of this Amendment shall be construed as if such invalid part were never included
herein.


 


Section
6. Incorporation by Reference.
The provisions of Sections 13, 15, and 18 of the Notes are incorporated herein by reference mutatis mutandis with the same
force and effect as if expressly written herein.


 


[Remainder
of this page intentionally left blank]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.


 


	 	ENSYSCE
    BIOSCIENCES, INC.
	 	 	 
	 	By:	/s/
    Lynn Kirkpatrick
	 	Name:	Dr.
    Lynn Kirkpatrick
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to First Amendment to Convertible Promissory Notes]


 




    	 



     


    

 


	 	INVESTOR:
	 	 	 
	 	By:	/s/
    Bob Gower
	 	Name:	Bob
    Gower


 


[Signature
Page to First Amendment to Convertible Promissory Notes]


 




    	 



     


    

 


Schedule
I


 


	Note No.	 	Entity	 	Date of Note	 	Principal Amount	 
	2018-02	 	Ensysce Biosciences, Inc.	 	5/4/2018	 	$	600,000	 
	2018-05	 	Ensysce Biosciences, Inc.	 	9/14/2018	 	$	1,000,000	 
	2018-06	 	Ensysce Biosciences, Inc.	 	12/31/2018	 	$	500,000	 
	2018-08	 	Ensysce Biosciences, Inc.	 	10/17/2019	 	$	100,000	 
	2018-09	 	Ensysce Biosciences, Inc.	 	1/23/2020	 	$	100,000	 
	2018-10	 	Ensysce Biosciences, Inc.	 	3/9/2020	 	$	100,000	 
	2018-11	 	Ensysce Biosciences, Inc.	 	4/15/2020	 	$	100,000