Exhibit10.6


 





 





 


August
8, 2022


 


3i,
LP


140
Broadway FL 38


New
York, NY 10005


 


Anson
Investments Master Fund LP


c/o
Anson Advisors Inc. 155 University Ave., Suite 207


Toronto,
ON Canada M5H3B7


 


Anson
East Master Fund LP


c/o
Anson Advisors Inc. 155 University Ave., Suite 207


Toronto,
ON Canada M5H3B7


 


	Re:	Modification
    of the Senior Secured Convertible Notes under the 2021 Purchase Agreement and certain other terms


 


Dear
Sirs:


 


Reference
is made to (a) that (i) certain Securities Purchase Agreement (as modified from time to time, the “2021 Purchase Agreement”),
dated as of September 24, 2021, between the Company and the purchasers identified therein, which are the same as the three addressees
listed above (collectively, the “2021 Investors”), (ii) the Senior Secured Convertible Promissory Notes (as modified
from time to time, the “2021 Senior Secured Convertible Notes”), (iii) the Warrants and (iv) the other transaction
documents, as modified from time to time, referred to collectively, as the “2021 Transaction Documents”) and (b) that
(i) certain Securities Purchase Agreement (as modified from time to time, the “2022 Purchase Agreement”), dated as
of June 30, 2022, between the Company and the purchasers identified therein, which are the same as the three addressees listed above
(collectively, the “2022 Investors”), (ii) the Senior Secured Convertible Promissory Notes (as modified from time
to time, the “2022 Senior Secured Convertible Notes”), (iii) the Warrants and (iv) the other transaction documents,
as modified from time to time, referred to collectively, as the “2022 Transaction Documents” and together with the
2021 Transaction Documents referred to as the “Transaction Documents”)). Capitalized terms used but not defined herein
shall have the meanings given to them in the applicable Purchase Agreement, or if not defined therein, in the applicable Notes, or if
not defined therein, in the applicable Transaction Document, in each case as of the date hereof.


 


This
letter agreement (this “Letter Agreement”) confirms our recent discussions about, among other matters, certain modifications
to the 2021 Senior Secured Convertible Notes and the 2022 Purchase Agreement.


 


	 	(1)	This
    Letter Agreement shall be deemed to be a 2021 Transaction Document and a 2022 Transaction Document;


 


Ensysce
Biosciences Inc.


7946
Ivanhoe Ave. Ste 201 - La Jolla, CA - 92037 - www.ensysce.com

 




    	 



     


    

 


	 	(2)	Notwithstanding
    the provisions of the Letter Agreement dated June 30, 2022, the outstanding balance, if any, on the 2021 Senior Secured Convertible
    Notes shall not accelerate and become due and payable at the Second Closing, but shall become due and payable on October 10, 2022,
    unless further extended by the Parties, at which time such outstanding balance shall be satisfied in cash.
	 	 	 
	 	(3)	The
    Conversion Price and Floor Price of the 2021 Senior Secured Convertible Notes which remain outstanding as of even date hereof shall
    be $0.35 such Conversion Price to become effective as of the date of this Letter Agreement and apply through October 1, 2022;
	 	 	 
	 	(4)	The
    Company agrees to file a registration statement with the Commission to register the additional shares of Common Stock required for
    conversion of the Senior Secured Convertible Notes within ten business days of the date of this Letter Agreement;
	 	 	 
	 	(5)	The
    reduction in Conversion Price and Floor Price of the 2021 Senior Secured Convertible Notes effected pursuant to this Letter Agreement
    does not constitute a Dilutive Issuance or require an adjustment of the Floor Price (other than solely to effect paragraph (3)) or
    Conversion Price under the Transaction Documents. 


 


The
Company hereby agrees, for itself and its Subsidiaries, that the Guarantors continue to guaranty, pursuant to the Guaranty, as primary
obligor and not as surety, the full and punctual payment when due of the obligations owing under the Notes and the other Transaction
Documents as modified hereby (as limited by the original terms of the Guaranty) and that the terms hereof shall not affect in any way
their obligations and liabilities, as expressly modified hereby, under the Transaction Documents. The Company, for itself and its Subsidiaries,
hereby reaffirms (a) all such obligations and liabilities and agrees that such obligations and liabilities shall remain in full force
and effect and (b) the security interests granted under the Transaction Documents and agrees that such security interests shall continue
to secure such obligations and liabilities.


 


This
Letter Agreement is a Transaction Document and is limited as written. As of the date first written above, each reference in the Purchase
Agreement or any other applicable Transaction Document to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import, and each reference in the other Transaction Documents to such Purchase Agreement
or other Transaction Documents (including, without limitation, by means of words like “thereunder,” “thereof”
and words of like import), shall refer to the Purchase Agreement as modified thereby, and this Letter Agreement and the Purchase Agreement
shall be read together and construed as a single agreement. The execution, delivery and effectiveness of this Letter Agreement shall
not, except as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision of, any Transaction
Document or (B) commit or otherwise obligate any Purchaser to enter into or consider entering into any other amendment, waiver or modification
of any Transaction Document.


 


All
communications and notices hereunder shall be given as provided in the Transaction Documents. This Letter Agreement (a) shall be governed
by and construed in accordance with the law of the State of Nevada, (b) is for the exclusive benefit of the parties hereto and the other
Purchasers and beneficiaries of the Purchaser Agreement and, together with the other Transaction Documents, constitutes the entire agreement
of such parties, superseding all prior agreements among them, with respect to the subject matter hereof, (c) may be modified, waived
or assigned only in writing and only to the extent such modification, waiver or assignment would be permitted under the Transaction Documents
(and any attempt to assign this Letter Agreement without such writing shall be null and void), (d) is a negotiated document, entered
into freely among the parties upon advice of their own counsel, and it should not be construed against any of its drafters and (e) shall
survive the satisfaction or discharge of the amounts owing under the Transaction Documents. The fact that any term or provision of this
Letter Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the
validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such
offending term or provision in any other situation or jurisdiction or as applied to any person.



 


Ensysce
Biosciences Inc.


7946
Ivanhoe Ave. Ste 201 - La Jolla, CA - 92037 - www.ensysce.com

 




    	 



     


    

 


This
Letter Agreement is expressly conditioned on the following conditions precedent:


 


	 	(1)	The
    execution and delivery of the 2022 Transaction Documents in accordance with their respective terms and the consummation of the transactions
    contemplated thereby; and 
	 	 	 
	 	(2)	The
    Company’s Board of Directors shall have approved this Letter Agreement and all undertakings thereto in all respects and shall
    provide written evidence of the same to the Investors by August 8, 2022.


 


Kindly
confirm your agreement with the above by signing in the space indicated below and by PDFing a partially executed copy of this letter
to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement.


 


	 	Very truly yours,
	 	 	 
	 	ENSYSCE BIOSCIENCES, INC.
	 	 	 
	 	By:
    	/s/
    Lynn Kirkpatrick
	 	 	Dr.
    Lynn Kirkpatrick
	 	 	Chief
    Executive Officer


 





	 	AGREED AND ACCEPTED:	 
	 	 	 
	 	3i, LP	 
	 	 	 
	 	By
    :	/s/
    Maier Tarlow	 
	 	Name:
    	Maier
    Tarlow	 
	 	Title:
    	Manager
    On Behalf Of The GP	 
	 	 	 	 
	 	Anson Investments Master Fund LP	 
	 	 	 	 
	 	By:
	/s/
    Amin Nathoo	 
	 	Name:
    	Amin
    Nathoo	 
	 	Title:
    	Director,
    Anson Advisors Inc.	 
	 	 	 	 
	 	Anson East Master Fund LP	 
	 	 	 	 
	 	By
    :	/s/
    Amin Nathoo	 
	 	Name:
    	Amin
    Nathoo	 
	 	Title:
    	Director,
    Anson Advisors Inc.	 



 


Ensysce
Biosciences Inc.


7946
Ivanhoe Ave. Ste 201 - La Jolla, CA - 92037 - www.ensysce.com