Ensysce Biosciences, Inc. entered into a definitive agreement to acquire Leisure Acquisition Corp. (NasdaqCM:LACQ) from HG Vora Capital Management, LLC and others for approximately $220 million in a reverse merger transaction on January 31, 2021. In connection with the merger, outstanding shares of Ensysce (including shares resulting from the conversion of Ensyce's convertible debt prior to closing) will be converted in the business combination into the right to receive shares of Leisure at an exchange rate of 0.06585. Assuming none of Leisure's shares of common stock are redeemed for cash in trust, Ensysce's existing shareholders would own approximately 71% and HG Vora will hold 26.3% of the combined company's outstanding common stock at closing. Subject to the terms of the agreement, the total merger consideration will consist of no more than 17.5 million shares of LACQ common stock (including shares issuable on conversion of the Ensysce Convertible Notes (other than the Newly Issued Ensysce Convertible Notes) and excluding the shares underlying the Ensysce Options and Ensysce Warrants) plus the additional LACQ Stock, which consists of up to 0.5 million shares, of LACQ common stock issuable in respect of the Newly Issued Ensysce Convertible Notes. At the reference price of $10 per share and based on the number of shares of Ensysce common stock outstanding at April 7, 2021, the total merger consideration of approximately 17.3 million shares of LACQ common stock would have a value of approximately $170 million (excluding the Additional LACQ Stock, which would have a value of up to $5 million at the reference price of $10 per share). The combined company's sources of available cash are expected to be comprised of cash in Leisure's trust account (subject to any redemptions); any excess cash on the respective balance sheets of Leisure and Ensysce at the closing date; and any proceeds drawn pursuant to a $60 million forward equity purchase facility previously entered into by Ensysce. As per the update received, 17.3 million shares of Leisure Acquisition Corp. will be issued as consideration. Upon closing, Leisure intends to change its name to Ensysce Biosciences, Inc. and remain on the Nasdaq Capital Market, listed under the new ticker symbol ENSC. LACQ will be obligated to pay Ensysce a one-time termination fee equal to $5.25 million if the merger agreement is terminated due to the LACQ Board determining to accept a superior business combination proposal or a change of board recommendation and LACQ enters into a definitive merger or purchase agreement with respect to such superior business combination proposal.

Ensysce's management team will be led by Chief Executive Officer Lynn Kirkpatrick, who will continue as Chief Executive Officer and President of the combined company. Lynn Kirkpatrick will continue to be supported by William Schmidt (Chief Medical Officer), Geoff Birkett (Chief Commercial Officer), Richard Wright (Chief Business Officer), and Jeffrey Millard (Chief Operating Officer). Leisure Executive Chairman Lorne Weil and Chief Executive Officer Daniel Silvers are each expected to remain Directors of the combined company while each of Leisure's other existing Directors will resign in connection with closing of the transaction. The Board of Directors of combined company shall be comprised of two individuals designated by LACQ and five individuals designated by Ensysce and the officers of Ensysce immediately prior to the Closing shall be the officers of combined company. On February 18, 2021 Ensysce and Leisure announced the appointment of David Humphrey to Ensysce's management team as its Chief Financial Officer. Post completion the following person are anticipated to be Directors of combined company: Bob Gower, Chairman of the Board; and Andrew Benton, Lynn Kirkpatrick, William Chang, Adam Levin, Steve Martin, and Curtis Rosebraugh as Directors. The headquarters of the combined company will be located in La Jolla, California.

The transaction is subject to approval by Leisure's shareholders, Ensysce's stockholders, registration statement effectiveness, approval for listing on Nasdaq, required regulatory approvals, the expiration or termination of any waiting period applicable to the merger, none of which are currently expected to apply, and no order, statute, rule or regulation enjoining or prohibiting the consummation of the transaction being in force and other customary closing conditions. Delivery of executed lock-up agreements by each current director and officer of Ensysce who is also an Ensysce stockholder. Following payment by LACQ to its stockholders who have validly elected to have their shares of LACQ Common Stock redeemed for cash pursuant to LACQ's governing documents and after giving effect to the payment of transaction expenses incurred by or on behalf of LACQ, LACQ having an aggregate amount of cash of at least $5 million. The proposed transaction has been unanimously approved by the Boards of Directors of both Leisure and Ensysce. After careful consideration, the Board has determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of LACQ and its stockholders and unanimously recommends that the shareholders vote in favour of the transactions. The special meeting of LACQ shareholders will be held on June 28, 2021. The transaction has been approved by the shareholders of LACQ on June 28, 2021. The proposed transaction is expected to be consummated in the second quarter of 2021. Nasdaq notified Leisure Acquisition that trading in the Leisure Acquisition's securities on Nasdaq will be suspended effective with the open of the market on June 3, 2021 due to Leisure Acquisition's failure to complete an initial business combination by June 1, 2021. Daniel I. Ganitsky, Jeffrey A. Horwitz, Daniel L. Forman, Stuart L. Rosow and Wai L. Choy of Proskauer Rose LLP acted as legal advisors to Leisure. Eric D. Kline of Troutman Pepper LLP acted as legal advisor to Ensysce. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Leisure acquisition.

Ensysce Biosciences, Inc. completed the acquisition of Leisure Acquisition Corp. (NasdaqCM:LACQ) from HG Vora Capital Management, LLC and others in a reverse merger transaction on June 30, 2021. Ensysce common stock to commence trading under ticker symbol “ENSC” on The Nasdaq Capital Market July 1, 2021. Ensysce Warrants will trade on the OTC Markets under the symbol ENSCW.