Exhibit 10.34


 


PROMISSORY
NOTE


	 	 	 
	Bob
    Gower	 	Date
    of Issuance
	$200,000.00	 	Mar
16, 2021


 


FOR
VALUE RECEIVED, Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of
Bob Gower (the “Lender”), the principal sum of two hundred thousand dollars ($200,000.00) together with interest on the unpaid
principal balance at the rate on the terms provided for herein.


 


1.
Interest. Simple interest shall accrue on the unpaid principal balance of this Note at the rate of 10% per annum commencing March
16, 2021 until this Note is paid in full. Interest shall accrue and be payable based on the actual number of days elapsed commencing
on the date hereof and ending on the day prior to payment based on a 360-day year.


 


2.
Payment. The principal amount of this Note, together with all accrued and unpaid interest, is payable in full on the earlier of
June 30, 2022 or receipt by the Company, from and after the date hereof, of an aggregate of at least $2,000,000 in gross proceeds from
the sale of any one or more of common stock, preferred stock or any securities convertible into common stock or preferred stock of the
Company. All payments hereunder shall be made in U.S. dollars and applied first to Costs (as defined below), then to accrued and unpaid
interest due and payable and any remainder applied to principal. The Company may prepay this Note at its sole and absolute discretion.
The Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


3.
Security. This Note is a general unsecured obligation of the Company.


 


4.
Amendments and Waivers. This Note may be amended or waiver of any term of this Note granted only with the written consent of both
parties.


 


5.
Successors and Assigns. This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto;
provided, however, that the Company may not assign its obligations under this Note without the written consent of the Lender.
This Note may be transferred and assigned by the Lender only upon surrender of this Note to the Company and instruction by the Lender
to reissue a new note to the transferee. The Lender and any subsequent holder of this Note receives this Note subject to the foregoing
terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Lenders.


 


6.
Officers and Directors not Liable. In no event shall any officer or director of the Company be liable for any amounts due and
payable pursuant to this Note.


 


7.
Expenses. The Company hereby agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including
reasonable attorneys’ fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by declaration or otherwise (“Costs”). The Company agrees that any delay on
the part of the holder in exercising any rights hereunder will not operate as a waiver of such rights. The holder of this Note shall
not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall
be valid unless in writing and signed by the party or parties waiving such rights or remedies.


 


8.
Governing Law. This Note shall be governed by and construed under the laws of the State of California as applied to other instruments
made by California residents to be performed entirely within the State of California.


 


9.
Approval. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company’s
execution of this Promissory Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company
after reasonable inquiry concerning the Company’s financing objectives and financial situation. In addition, the Company hereby
represents that it intends to use the principal of this Promissory Note primarily for the operations of its business, and not for any
personal, family or household purpose.





 


	 	 	ENSYSCE
    BIOSCIENCES, INC.
	 	 	 
	 	By:	/s/
    Lynn Kirkpatrick
	 	 	 
	 	Name:	Lynn
    Kirkpatrick
	 	 	 
	 	Title:	CEO