What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-15 compared with 2020-03-10 · 1089 added, 1044 removed, 738 unchanged (74% of the section changed)

3 unchanged sentences

controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

7 unchanged sentences

13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Management’s Annual Report on Internal

Control over Financial Reporting

6 unchanged sentences

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our

provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

Because of its inherent limitations, internal

6 unchanged sentences

In making these assessments, management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

5 unchanged sentences

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent

fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

There were no changes in our internal

control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most

recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Other Information

Directors, Executive Officers and Corporate Governance

and Executive Officers

directors and executive officers as of the date of this Report are as follows:

Directors, Executive Officers

and Corporate Governance

Directors and Executive Officers

Our current directors and executive officers

as of the date of this Report are as follows:

Executive Chairman

Chief Executive

Officer and Director

Chief Financial

Officer, Treasurer and Secretary

Senior Vice President

Finance and Business Development

of March 1, 2020.

Weil has served as our Executive Chairman since our formation in September 2017 and has been a principal of Hydra Management,

an investment vehicle formed by Mr.

Chief Executive Officer and Director

Chief Financial Officer, Treasurer and Secretary

Senior Vice President — Finance and Business Development

As of March 1, 2021.

Lorne Weil has served as our

Executive Chairman since our formation in September 2017 and has been a principal of Hydra Management, an investment vehicle formed

Weil, since September 2014.

Weil serves as Executive Chairman of Inspired Entertainment,

Inc., a position he has held since December 2016.

Weil serves as Executive Chairman of Inspired Entertainment, Inc., a position he has held

since December 2016.

Previously, Mr.

Weil served as Chairman and CEO of Inspired’s predecessor,

Hydra Industries Acquisition Corp., since October 2014.

Weil previously served as Chairman of the Board of Scientific Games

Corporation (and its predecessor Autotote Corporation) from October 1991 to November 2013.

Weil also served as the Chief Executive

Officer of Scientific Games Corporation (and its predecessor Autotote Corporation) from 1992 to 2008 and from November 2010 to

November 2013 (Mr.

Weil had retired in 2008) and as the President from August 1997 to June 2005.

Weil’s stewardship,

the company made a number of significant acquisitions and joint ventures, including the privatization of the off-track betting

operations of the State of Connecticut, and the acquisitions of Scientific Games Holdings Corp., IGT Online Entertainment Systems,

Global Draw and WMS Industries, and the privatization of the Illinois, New Jersey and Italian lotteries.

Prior to joining Scientific

Weil was President of Lorne Weil, Inc., a firm he founded which provided strategic planning and corporate development

services to technology-based industries, a role he maintained from 1979 to November 1992.

Weil served as Chairman and CEO of Inspired’s predecessor, Hydra Industries Acquisition

Corp., since October 2014.

Weil previously served as Chairman of the Board of Scientific Games Corporation (and its predecessor

Autotote Corporation) from October 1991 to November 2013.

Weil also served as the Chief Executive Officer of Scientific Games

Corporation (and its predecessor Autotote Corporation) from 1992 to 2008 and from November 2010 to November 2013 (Mr.

retired in 2008) and as the President from August 1997 to June 2005.

Weil’s stewardship, the company made a number

of significant acquisitions and joint ventures, including the privatization of the off-track betting operations of the State of

Connecticut, and the acquisitions of Scientific Games Holdings Corp., IGT Online Entertainment Systems, Global Draw and WMS Industries,

and the privatization of the Illinois, New Jersey and Italian lotteries.

Prior to joining Scientific Games, Mr.

Weil was President

of Lorne Weil, Inc., a firm he founded which provided strategic planning and corporate development services to technology-based

industries, a role he maintained from 1979 to November 1992.

From 1974 to 1979, Mr.

Weil was Vice

President —

Corporate Development at General Instrument Corporation.

Weil was Vice President — Corporate Development

at General Instrument Corporation.

From 1970 to 1974, Mr.

Weil was a manager with the

Boston Consulting Group.

Weil received his undergraduate degree from the University of Toronto, an M.S.

degree from the London

School of Economics and an M.B.A.

from Columbia University, where he served for more than 10 years on the Board of Overseers.

Weil was a manager with the Boston Consulting Group.

Weil received

his undergraduate degree from the University of Toronto, an M.S.

degree from the London School of Economics and an M.B.A.

Columbia University, where he served for more than 10 years on the Board of Overseers.

From 2011 to 2013, Mr.

Weil was a director of Avantair Inc.

Weil was the sponsor and Chairman of the Board of

Andina Acquisition Corp., a Nasdaq-listed blank check company, and currently serves as the Non-Executive Chairman of the Board

of the successor entity, Tecnoglass Inc.

Weil is well-qualified to serve as a member of our board of directors due to his extensive business experience in strategic

planning and corporate development, his experience successfully overseeing the IPO of Hydra Industries Acquisition Corp.

subsequent merger with Inspired Gaming Group, the IPO of Andina and its subsequent merger with Tecnoglass, the contacts he has

fostered over the course of his extensive career, as well as his vast operational experience.

Silvers has served as Chief Executive Officer and a Director of the Company since our formation in September 2017.

Additionally,

he has served as Managing Member of Matthews Lane Capital Partners LLC, an investment firm, since June 2015 and also has served

as Executive Vice President and Chief Strategy Officer of Inspired Entertainment, Inc., a company involved in the gaming equipment

supplier industry, since December 2016.

Weil was a director

of Avantair Inc.

Weil was the sponsor and Chairman of the Board of Andina Acquisition Corp., a Nasdaq-listed blank

check company, and currently serves as the Non-Executive Chairman of the Board of the successor entity, Tecnoglass Inc.

We believe Mr.

Weil is well-qualified to

serve as a member of our board of directors due to his extensive business experience in strategic planning and corporate development,

his experience successfully overseeing the IPO of Hydra Industries Acquisition Corp.

and its subsequent merger with Inspired Gaming

Group, the IPO of Andina and its subsequent merger with Tecnoglass, the contacts he has fostered over the course of his extensive

career, as well as his vast operational experience.

Silvers has served as

Chief Executive Officer and a Director of the Company since our formation in September 2017.

Additionally, he has served as Managing

Member of Matthews Lane Capital Partners LLC, an investment firm, since June 2015 and also has served as Executive Vice President

and Chief Strategy Officer of Inspired Entertainment, Inc., a company involved in the gaming equipment supplier industry, since

December 2016.

At Inspired, Mr.

Silvers is also a member of the Office of the Executive Chairman.

He is the former President of Spring Owl Asset Management LLC, an investment management firm, a position he held from March 2009

to June 2015 (including predecessor entities).

He is the former President

of Spring Owl Asset Management LLC, an investment management firm, a position he held from March 2009 to June 2015 (including predecessor

From April 2009 to October 2010, Mr.

Silvers also served as President of Western

Liberty Bancorp, an acquisition oriented holding company that acquired and recapitalized a community bank in Las Vegas, Nevada.

Silvers joined a predecessor of Spring Owl from Fortress Investment Group, a leading global alternative asset manager, where

he worked from 2005 to 2009.

At Fortress, Mr.

Silvers’

primary focus was to originate and oversee due diligence on and asset

management for real estate and gaming investments in Fortress’

Drawbridge Special Opportunities Fund.

Prior to joining Fortress,

Silvers was a senior member of the real estate, gaming and lodging investment banking group at Bear, Stearns & Co., Inc.

Silvers also served as President of Western Liberty Bancorp, an acquisition oriented

holding company that acquired and recapitalized a community bank in Las Vegas, Nevada.

Silvers joined a predecessor of Spring

Owl from Fortress Investment Group, a leading global alternative asset manager, where he worked from 2005 to 2009.

Silvers’ primary focus was to originate and oversee due diligence on

and asset management for real estate and gaming investments in Fortress’ Drawbridge Special Opportunities Fund.

joining Fortress, Mr.

Silvers was a senior member of the real estate, gaming and lodging investment banking group at Bear, Stearns

Silvers serves as a director of Avid Technology, Inc., a global media technology provider.

Silvers previously served on

the board of directors of Forestar Group, Inc., International Game Technology, bwin party digital entertainment plc, Universal

Health Services, Inc., PICO Holdings, Inc., Ashford Hospitality Prime, Inc.

Silvers previously

served on the board of directors of Forestar Group, Inc., International Game Technology, bwin.party digital entertainment plc,

Universal Health Services, Inc., PICO Holdings, Inc., Ashford Hospitality Prime, Inc.

and India Hospitality Corp.

Silvers holds a B.S.

Silvers holds

in Economics, as well as an M.B.A with a concentration in Finance, from The Wharton School of the University of Pennsylvania.

Silvers is well-qualified to serve as a member of our board of directors due to his extensive experience in corporate finance,

capital allocation, capital markets and public company governance.

We believe Mr.

Silvers is well-qualified

to serve as a member of our board of directors due to his extensive experience in corporate finance, capital allocation, capital

markets and public company governance.

Falcone has served as a

2 unchanged sentences

Sightline Payments LLC, a leading digital commerce platform for the gaming industry, since February 2019.

Falcone is also

the principal of MF Ventures LLC, a diversified investment platform with investments in companies involved in the hospitality,

gaming and leisure industries, including Kentucky Downs located in Franklin, Kentucky, which operates 750 historical horse racing

Falcone is also the

principal of MF Ventures LLC, a diversified investment platform with investments in companies involved in the hospitality, gaming

and leisure industries, including Kentucky Downs located in Franklin, Kentucky, which operates 750 historical horse racing machines.

Falcone served as Executive Vice President, Chief Financial Officer and Treasurer of Red Rock Resorts, Inc.

October 2015 until May 2017 and as Executive Vice President and Chief Financial Officer of Station Casinos LLC from June 2011

until May 2017.

from October 2015

until May 2017 and as Executive Vice President and Chief Financial Officer of Station Casinos LLC from June 2011 until May 2017.

Falcone served as Treasurer of Station Casinos LLC since January 2013 until May 2017.

Falcone also served

as Chief Financial Officer of Fertitta Entertainment LLC from October 2010 through May 2016.

Falcone also served as Chief Financial

Officer of Fertitta Entertainment LLC from October 2010 through May 2016.

From June 2008 to October 2010, Mr.

Falcone worked at Goldman Sachs & Co.

where he focused on restructuring transactions in the hospitality and gaming sectors

under that firm’s Whitehall division.

Falcone worked at

Goldman Sachs & Co.

where he focused on restructuring transactions in the hospitality and gaming sectors under that firm’s

Whitehall division.

From May 2006 to June 2008, Mr.

Falcone was a senior analyst at Magnetar Capital,

LLC (an alternative asset management firm), covering the gaming, lodging, leisure, REIT and airline industries.

From May 2002

to June 2006, Mr.

Falcone was a Managing Director for Deutsche Bank Securities Inc.

covering gaming, lodging and leisure companies

and was recognized as one of the industry’s top analysts.

Falcone was a senior analyst at Magnetar Capital, LLC (an alternative asset

management firm), covering the gaming, lodging, leisure, REIT and airline industries.

From May 2002 to June 2006, Mr.

a Managing Director for Deutsche Bank Securities Inc.

covering gaming, lodging and leisure companies and was recognized as one

of the industry’s top analysts.

Prior to joining Deutsche Bank Securities Inc., Mr.

Falcone worked

for Bear, Stearns & Co.

Falcone worked for Bear, Stearns &

Inc., covering the gaming, lodging and leisure industries.

Falcone holds a bachelor’s degree

in Real Estate Finance and Hotel Administration from Cornell University.

Falcone holds a bachelor’s degree in Real Estate Finance

and Hotel Administration from Cornell University.

We believe Mr.

14 unchanged sentences

until February 2017.

Rittvo’s various roles with The Innovation Group, he advised and participated in gaming studies

for clients ranging from Caesars Entertainment, MGM Mirage, Pinnacle Entertainment, Mandalay Resort Group, Isle of Capri, Harrah’s

Rittvo’s various roles with The Innovation Group, he advised and participated in gaming studies

for clients ranging from Caesars Entertainment, MGM Mirage, Pinnacle Entertainment, Mandalay Resort Group, Isle of Capri, Harrah’s

Entertainment, Trump Hotels and Casinos, as well as numerous Native American tribes and government agencies throughout the United

States and the World.

Rittvo holds a bachelor’s degree in Systems Engineering and a master’s degree in Transportation

Engineering and Planning from the Polytechnic Institute of New York.

6 unchanged sentences

Weinstein is a partner at Belvedere Capital, a real estate

investment firm based in New York, and is primarily focused on Belvedere’s investment in Industry City, a six million square

foot redevelopment project in Sunset Park, Brooklyn.

Weinstein also serves as a director of GreenAcreage Real Estate Corp.,

Weinstein was previously a partner at Belvedere Capital from September 2008 until October 2013.

From February 2015

until August 2016, Mr.

Weinstein was a member of the board of directors of Forestar Group, Inc.

Weinstein previously served

as President and Chief Executive Officer of MPG Office Trust, Inc., a publicly traded office REIT, from November 2010 until the

sale of the Company in October 2013.

He was a member of the board of directors of MPG Office Trust, Inc.

from August 2008 until

October 2013.

Weinstein serves as Chief Executive Officer of GreenAcreage Real Estate

Corp., a REIT, a position he assumed in August 2020, and also serves as a director of GreenAcreage.

Weinstein was previously

a partner at Belvedere Capital from September 2008 until October 2013 and rejoined as a partner in 2016.

From February 2015 until

August 2016, Mr.

Weinstein was a member of the

board of directors of Forestar Group, Inc.

Weinstein previously served as President and Chief Executive Officer of MPG Office

Trust, Inc., a publicly traded office REIT, from November 2010 until the sale of the Company in October 2013.

He was a member of

the board of directors of MPG Office Trust, Inc.

from August 2008 until October 2013.

From April 2007 until August 2008, Mr.

Weinstein was a Managing Director of West bridge Investment Group/Westmont

Hospitality Group, a real estate investment fund focused on hospitality.

was a Managing Director of West bridge Investment Group/Westmont Hospitality Group, a real estate investment fund focused on hospitality.

From 1996 until January 2007, Mr.

Weinstein worked at

Goldman, Sachs & Co.

in New York, first as a Vice President in the real estate investment banking group (focusing on mergers,

asset sales and corporate finance) and then, from 2004, as a Vice President in the Special Situations Group (focused on real estate

debt investments).

Weinstein holds a Bachelor of Science degree in Economics, magna cum laude, from The Wharton School of the

University of Pennsylvania and a Juris Doctor, cum laude, from the University of Pennsylvania Law School.

He is a member of the

New York State Bar Association.

Weinstein worked at Goldman, Sachs & Co.

in New York, first as a Vice President in the real

estate investment banking group (focusing on mergers, asset sales and corporate finance) and then, from 2004, as a Vice President

in the Special Situations Group (focused on real estate debt investments).

Weinstein holds a Bachelor of Science degree in

Economics, magna cum laude, from The Wharton School of the University of Pennsylvania and a Juris Doctor, cum laude, from the University

of Pennsylvania Law School.

He is a member of the New York State Bar Association.

We believe Mr.

2 unchanged sentences

as a chief executive officer of a publicly traded real estate company, as well as his corporate governance experience through service

as a board member of a public company will be valuable to the Company’s board of directors.

George Peng has served as our Chief

3 unchanged sentences

Hydra Management, LLC, an investment vehicle of Mr.

Weil’s since July 2014 and as Vice President of Finance at Inspired

Entertainment, Inc., since January 2017.

47 unchanged sentences

of stockholders.

The terms of our Class III directors, consisting of Messrs.

Weil and Silvers, will expire at our 2020 annual meeting

of stockholders.

Our officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors

is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers

may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary,

Treasurer and such other offices as may be determined by the board of directors.

Weil and Silvers were each elected at our 2020 Special Meeting for a three-year term expiring at our 2023

annual meeting of stockholders.

Our officers are appointed by the

board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial

Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors.

Director Independence

1 unchanged sentence

majority of our board of directors be independent.

An “independent director”

is defined generally as a person other

An “independent director” is defined generally as a person other

than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying

out the responsibilities of a director.

Our board of directors has determined that Messrs.

Falcone, Rittvo and Weinstein are “independent

directors”

as defined in the Nasdaq listing standards and applicable SEC rules.

Falcone, Rittvo and Weinstein are “independent

directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Committees of the Board of Directors

10 unchanged sentences

literate and our board of directors has determined that Mr.

Falcone qualifies as an “audit committee financial

expert”

as defined in applicable SEC rules.

Falcone qualifies as an “audit committee financial

expert” as defined in applicable SEC rules.

We have adopted an audit committee charter,

which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

● pre-approving

all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued

independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review,

of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the

SEC prior to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise

material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent auditors;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

5 unchanged sentences

charter, which details the principal functions of the compensation committee, including:

and approving the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the performance

of the Chief Executive Officer in light of such goals and objectives and determining and approving the compensation of the Chief

Executive Officer;

and approving the compensation of the other executive officers;

executive compensation policies and plans;

● administering

equity-based compensation plans;

and approving the terms of employment agreements, severance agreements and similar arrangements for executive officers;

a report on executive compensation to be included in the annual proxy statement in accordance with applicable rules and regulations

of the SEC in effect from time to time;

modifying and approving (or, as it deems appropriate, recommending to the board for determination and approval) the compensation

for non-employee directors.

reviewing and approving the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of such goals and objectives and determining and approving the compensation of the Chief Executive Officer;

reviewing and approving the compensation of the other executive officers;

reviewing executive compensation policies and plans;

administering equity-based compensation plans;

reviewing and approving the terms of employment agreements, severance agreements and similar arrangements for executive officers;

producing a report on executive compensation to be included in the annual proxy statement in accordance with applicable rules and regulations of the SEC in effect from time to time;

reviewing, modifying and approving (or, as it deems appropriate, recommending to the board for determination and approval) the compensation for non-employee directors.

It is likely that prior to the consummation

44 unchanged sentences

You may review these documents by accessing our public filings at the

SEC’s web site at www.sec.gov.

Copies of our Code of Ethics and our audit committee and compensation committee charters are

27 unchanged sentences

of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of

interest in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities

that may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held

by them in connection with the consummation of our Business Combination.

Additionally, our initial stockholders have agreed to

waive their redemption rights with respect to any founder shares held by them if we fail to consummate our Business Combination

during Combination Period.

If we do not complete our Business Combination within such applicable time period, the proceeds from

our Initial Public Offering and Concurrent Private Placement held in the trust account will be used to fund the redemption of

our public shares, and the private placement warrants will expire worthless.

With certain limited exceptions, the founder shares

will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our Business

With certain limited exceptions, the private placement warrants and the common stock underlying such warrants, will

not be transferable, assignable or salable by the initial purchasers or their permitted transferees until 30 days after the completion

of our Business Combination.

Since our sponsors, strategic investor and officers and directors may directly or indirectly own

common stock and warrants, our officers and directors may have a conflict of interest in determining whether a particular target

business is an appropriate business with which to effectuate our Business Combination.

officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our Business Combination.

Should one or more member of the management team seek to enter into an employment

contract with a target, we would refer such matter of employment to a committee of disinterested directors of our board of directors

for consideration.

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them in connection with the consummation of our Business Combination.

Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our Business Combination during Combination Period.

If we do not complete our Business Combination within such applicable time period, the proceeds from our Initial Public Offering and Concurrent Private Placement held in the trust account will be used to fund the redemption of our public shares, any founder shares will be worthless, and the private placement warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until 180 days after the completion of our Business Combination.

With certain limited exceptions, the private placement warrants and the common stock underlying such warrants, will not be transferable, assignable or salable by the initial purchasers or their permitted transferees until 30 days after the completion of our Business Combination.

Since our sponsors, strategic investor and officers and directors may directly or indirectly own common stock and warrants, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Business Combination.

Should one or more member of the management team seek to enter into an employment contract with a target, we would refer such matter of employment to a committee of disinterested directors of our board of directors for consideration.

Lorne Weil, our Executive Chairman, and Daniel B.

Silvers, our Chief Executive Officer, is party to an employment agreement

with Inspired.

Silvers, our Chief Executive Officer, is party to an employment agreement with Inspired.

These agreements contain non-competition provisions that provide that neither Mr.

Silvers shall directly

or indirectly engage in any business that is directly competitive with any business conducted by the Inspired Group during his

employment, in any geographic area in which such business was so conducted by the Inspired Group.

Weil’s employment

agreement with Inspired there are also non-solicitation provisions.

In light of the non-competition agreements, we will not seek

a Business Combination with any company with operations in the businesses described above.

In addition, if our Business Combination

does not cause Mr.

Silvers to violate the non-competition agreements, no assurance can be given that the combined

company would not in the future engage in competitive activities that would cause Mr.

Silvers to be in breach of the

non-competition agreements.

If a court were to conclude that a violation of either or both of the non-competition agreements had

occurred, it could extend the term of Mr.

Weil’s or Mr.

Silvers’

non-competition restrictions and/or enjoin Mr.

Silvers from participating in our company, or enjoin us from engaging in aspects of the business which compete with Inspired

Group, as applicable.

Silvers shall directly or indirectly engage in any business that is directly competitive with any business conducted by the Inspired Group during his employment, in any geographic area in which such business was so conducted by the Inspired Group.

Weil’s employment agreement with Inspired there are also non-solicitation provisions.

In light of the non-competition agreements, we will not seek a Business Combination with any company with operations in the businesses described above.

In addition, if our Business Combination does not cause Mr.

Silvers to violate the non-competition agreements, no assurance can be given that the combined company would not in the future engage in competitive activities that would cause Mr.

Silvers to be in breach of the non-competition agreements.

If a court were to conclude that a violation of either or both of the non-competition agreements had occurred, it could extend the term of Mr.

Weil’s or Mr.

Silvers’ non-competition restrictions and/or enjoin Mr.

Silvers from participating in our company, or enjoin us from engaging in aspects of the business which compete with Inspired Group, as applicable.

The court could also impose monetary damages against Mr.

Silvers or us.

This could materially

harm our business and the trading prices of our securities.

Even if ultimately resolved in our favor, any litigation associated

with the non-competition agreements could be time consuming, costly and distract management’s focus from locating suitable

acquisition candidates and operating our business.

sponsors, strategic investor, officers or directors may have a conflict of interest with respect to evaluating a Business Combination

and financing arrangements as we obtained loans from our sponsors or strategic investor or an affiliate of our sponsors or strategic

investor or any of our officers or directors to finance transaction costs in connection with an intended Business Combination.

Up to $1,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender and

would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

This could materially harm our business and the trading prices of our securities.

Even if ultimately resolved in our favor, any litigation associated with the non-competition agreements could be time consuming, costly and distract management’s focus from locating suitable acquisition candidates and operating our business.

Our sponsors, strategic investor, officers or directors may have a conflict of interest with respect to evaluating a Business Combination and financing arrangements as we obtained loans from our sponsors or strategic investor or an affiliate of our sponsors or strategic investor or any of our officers or directors to finance transaction costs in connection with an intended Business Combination.

Up to $460,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender and would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be

2 unchanged sentences

corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business;

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business

6 unchanged sentences

to which our executive officers and directors currently have fiduciary duties or contractual obligations.

Entity’s Business

Hydra Management

23 unchanged sentences

Manager, Finance & M&A

ECL Entertainment

Entertainment

Sightline Payments LLC

8 unchanged sentences

Real Estate Investment Firm

Chief Executive Officer and Director Partner

Accordingly, a scenario could arise whereby

14 unchanged sentences

In the event we seek

to complete our Business Combination with such a company, we, or a committee of independent directors, would obtain an opinion

from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such a Business

Combination is fair to our company from a financial point of view.

to complete our Business Combination with such a company, we, or a committee of independent

directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent

accounting firm, that such a Business Combination is fair to our company from a financial point of view.

In the event that we submit our Business

17 unchanged sentences

for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

obtained a policy of directors’

and officers’

liability insurance that insures our officers and directors against the

obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the

cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify

5 unchanged sentences

otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent

we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions of our

amended and restated certificate of incorporation, the directors’

and officers’

liability insurance and the indemnity

amended and restated certificate of incorporation, the directors’ and officers’ liability insurance and the indemnity

agreements are necessary to attract and retain talented and experienced officers and directors.

Executive Compensation

Compensation Discussion and Analysis

None of our officers or directors has received

any cash (or non-cash) compensation for services rendered to us.

Commencing on December 1, 2017, we have agreed to pay our Hydra

sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion

of our Business Combination or our liquidation, we will cease paying these monthly fees.

In addition, we may pay our sponsors or

any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or

other compensation in connection with identifying, investigating and completing our Business Combination.

These individuals will

also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf, such as identifying potential

target businesses and performing due diligence on suitable Business Combinations.

In addition, to facilitate the Company’s

business interests in identifying potential target businesses, we have reimbursed certain professional networking organization

membership fees.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsors, strategic investor,

officers, directors or our or their affiliates and will determine which fees and expenses and the amount of expenses that will

be reimbursed.

Commencing on December 1, 2017, under an administrative services

agreement, we agreed to pay our Hydra sponsor a total of up to $10,000 per month for office space, utilities and secretarial and

administrative support.

Effective June 30, 2020, our Hydra Sponsor agreed to stop charging the monthly administrative fee and forgave

the $71,000 outstanding balance due under the agreement.

We may pay our sponsors or any of our existing

officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation

in connection with identifying, investigating and completing our Business Combination.

These individuals will also be reimbursed

for any out of pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses

and performing due diligence on suitable Business Combinations.

In addition, to facilitate the Company’s business interests

in identifying potential target businesses, we have reimbursed certain professional networking organization membership fees.

audit committee reviews on a quarterly basis all payments that were made to our sponsors, strategic investor, officers, directors

or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

After the completion of our Business Combination,

directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation

materials furnished to our stockholders in connection with a proposed Business Combination.

We have not established any limit on

the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the

amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will

be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely

by independent directors or by a majority of the independent directors on our board of directors.

All of these fees will be fully disclosed to stockholders, to the extent then known,

in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed Business

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors

or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination,

because the directors of the post-combination business will be responsible for determining officer and director compensation.

compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either

by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board

of directors.

We do not intend to take any action to

3 unchanged sentences

The existence or terms of any such employment or consulting arrangements to retain their

positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe

that the ability of our management to remain with us after the consummation of our Business Combination will be a determining factor

8 unchanged sentences

available to us at March 1, 2021 with respect to the beneficial ownership of our Common Stock held by:

person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;

of our directors and executive officers that beneficially own shares of our Common Stock;

of our directors and executive officers as a group.

each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock;

each of our directors and executive officers that beneficially own shares of our Common Stock;

all of our directors and executive officers as a group.

Unless otherwise indicated, we believe

2 unchanged sentences

Number of Shares

and Address of Beneficial Owner (1)

Name and Address of Beneficial Owner (1)

Lorne Weil and affiliated entities (2)

Silvers and affiliated entities (3)

All executive officers and directors as a group (seven

All executive officers and directors as a group (seven individuals)

Greater than 5% holders

Vora Capital Management, LLC (4)

of Montreal (5)

Capital, LLC (6)

Asset Management LP (7)

HG Vora Capital Management, LLC (4)

than one percent.

This table is based on 23,876,251 shares of common stock outstanding as of March 1, 2020.

Beneficial ownership is determined in accordance with the rules of the SEC which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

We believe that each person listed above has sole voting and investment power with respect to the shares listed except as described in the footnotes below and subject to applicable community property laws and similar laws.

The Company’s warrants are not exercisable currently or within 60 days;

This table is based on 6,224,268 shares of common stock outstanding

as of March 1, 2021.

Beneficial ownership is determined in accordance with the rules of the SEC which generally provide that a

person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security,

including options and warrants that are currently exercisable or exercisable within 60 days.

We believe that each person listed

above has sole voting and investment power with respect to the shares listed except as described in the footnotes below and subject

to applicable community property laws and similar laws.

The Company’s warrants are not exercisable currently or within 60

accordingly, any such holdings of the persons listed are not reflected in this table.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Leisure Acquisition Corp., 250 West 57th Street, Suite 415, New York, New York 10107

Unless otherwise noted, the business

address of each of the following entities or individuals is c/o Leisure Acquisition Corp., 250 West 57th Street, Suite 415, New

York, New York 10107

Represents 266,900 shares held of record by Mr.

6 unchanged sentences

The business address of HG Vora Capital Management is 330 Madison Avenue, 20th Floor, New York, New York 10017.

Based on a Schedule 13G filed with the SEC on February 14, 2020 by Bank of Montreal and its subsidiary, BMO Capital Markets Corp.

The business address of Bank of Montreal is 1 First Canadian Place, Toronto, Ontario, Canada M5X 1A1.

Based on a Schedule 13G filed with the SEC on February 14, 2020 by Glazer Capital, LLC and Paul J.

Glazer is the managing member of Glazer Capital, LLC.

The business address of these stockholders is 250 West 55 th Street, Suite 30A, New York, New York 10019.

Based on a Schedule 13G filed with the SEC on February 14, 2020 by Weiss Asset Management LP, WAM GP LLC and Andrew M.

WAM GP LLC is the sole general partner of Weiss Asset Management and Mr.

Weiss is the managing member of WAM GP LLC.

The business address of these stockholders is 222 Berkeley St., 16 th floor, Boston, Massachusetts 02116.

Our directors and officers and other initial

stockholders and their respective affiliates (including the Sponsors) have agreed to (i) to vote any shares owned by them in favor

of any proposed Business Combination and (ii) not to redeem any shares held by them in connection with a stockholder vote to approve

a proposed initial business combination

stockholders and their respective affiliates (including the Sponsors) have agreed to vote any shares owned by them in favor of

any proposed Business Combination.

Certain Relationships and Related Transactions, and Director Independence

14 unchanged sentences

In December 2017, in connection with the completion of our Initial Public

Offering, and on January 16, 2018, following the expiration of the underwriter’s over-allotment option, certain of our initial

stockholders forfeited 1,437,500 and 750,000 shares, respectively.

In each case, our initial stockholders forfeited such founder’s

shares so as to maintain the ownership of our initial stockholders at 20% of our outstanding shares immediately following the consummation

6 unchanged sentences

for a purchase price of $1.00 per whole warrant in the Concurrent Private Placement.

As such, these related parties’

As such, these related parties’ aggregate

interest in this transaction is valued at approximately $6,825,000.

3 unchanged sentences

thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Warrant Surrender Agreement

On January 31, 2021, in connection with

entering into the Merger Agreement, LACQ entered into a Warrant Surrender Agreement, by and among LACQ and our Sponsors, pursuant

to which each of our Sponsors agreed to irrevocably forfeit and surrender 250,000 Private Placement Warrants immediately prior

to, and contingent upon, the Closing.

Contingent Forward Purchase Contract with

4 unchanged sentences

terms as the sale of units in our initial public offering at $10.00 per unit.

On December 27, 2019, the Contingent Forward Purchase

Contract was amended to provide that it will terminate effective upon the closing of the Transactions in connection with the proposed

business combination with GTWY Holdings.

As part of the Transactions, on December 27, 2019, the strategic investor entered into

a “Strategic Investor Subscription Agreement”

with GTWY Holdings, in similar form to and to replace the Contingent

Forward Purchase Contract with us, pursuant to which, among other things our strategic investor agreed to purchase 3,000,000 units

of GTWY Holdings’

equity securities (with each unit consisting of one share and one-half warrant of GTWY Holdings) for a

purchase price of $10.00 per unit.

27, 2019, in connection with the previously proposed business combination with GTWY Holdings, an amendment to the contingent forward

purchase contract was effected to provide that the contingent forward purchase contract would terminate as of, and contingent upon,

the closing of the transaction with GTWY Holdings such that the strategic investor would instead purchase 3,000,000 units

of GTWY Holdings’ equity securities for a purchase price of $10.00 per unit.

In addition, HG Vora waived its rights

under the Contingent Forward Purchase Contract to purchase private placement units in connection with the proposed Merger with

The original terms of the contingent forward purchase contract remain operative for a business combination with another

Administrative Services Agreement

Commencing on December 1, 2017, we have

agreed to pay our Hydra sponsor a total of up to $10,000 per month for office space, utilities and secretarial and administrative

Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

we may pay our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s

fee, consulting fee or other compensation in connection with identifying, investigating and completing our Business Combination.

These individuals will also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf,

such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our audit committee

reviews on a quarterly basis all payments that were made to our sponsors, strategic investor, officers, directors or our or their

affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on payments that may be made to our sponsors, strategic investor, officers, directors or any of their respective affiliates.

December 1, 2017, we entered into an administrative services agreement with our Hydra Sponsor under which we agreed to pay our

Hydra Sponsor, or its affiliates or assignees , a total of up to

$10,000 per month for office space, utilities and secretarial and administrative support until completion of our business combination.

Effective June 30, 2020, our Hydra Sponsor agreed to stop charging the monthly administrative fee and forgave the $71,000 outstanding

balance due under the agreement.

Promissory Notes

5 unchanged sentences

Expense Advance Agreement

On December 5, 2019, LACQ entered

into the Expense Advancement Agreement with GTWY Holdings pursuant to which GTWY Holdings committed to provide $566,288 to fund

Contributions to the Trust Account.

We drew down the full amount under the Expense Advancement Agreement to fund the required Contribution

to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note to GTWY

The note does not bear interest.

If we complete our initial business combination, the amounts borrowed under the Expense

Advancement Agreement would be repaid out of the proceeds of the Trust Account.

Otherwise, amounts borrowed under the Expense Advancement

Agreement would be repaid only out of funds held outside the Trust Account.

Amounts borrowed pursuant to the Expense Advancement

Agreement were deposited to the Trust Account on December 6, 2019.

On January 15, 2020, we issued promissory

notes to our sponsors and strategic investor pursuant to drawdowns in the aggregate amount of $1,000,000 under our Expense Advancement

Agreement with them dated December 1, 2017.

In order to finance transaction costs in

connection with an intended business combination, we entered into an Expense Advancement Agreement with our Sponsors and Strategic

Investor on December 1, 2017 under which they committed to loan us an aggregate of $1,000,000 pursuant to drawdowns from time to

time in the event that funds held outside of the trust are insufficient to fund our expenses after our IPO and prior to our business

combination (including investigating and selecting a target business and other working capital requirements).

On January 15, 2020,

we issued promissory notes pursuant to drawdowns under the agreement in the aggregate amount of $1,000,000, which the holders elected

to convert on June 25, 2020 in accordance with the terms thereunder into warrants at a price of $1.00 per warrant.

We entered into

amendments to our Expense Advancement Agreement with our sponsors and Strategic Investor dated June 29, 2020, October 26, 2020,

November 30, 2020 and February 23, 2021 which, in the aggregate increased the total amount of advances available to us under the

agreement to $1,460,000.

We issued unsecured promissory notes to such parties on October 26, 2020 and October 27, 2020 which were

amended and restated on November 30, 2020 and February 24, 2021.

Such promissory notes cover outstanding loans in aggregate amount

of $460,000 as of March 10, 2021.

The promissory notes do not bear any interest.

The funds received may be used by us

to fund our working capital requirements and to fund required contributions to the trust account in connection with the previously

approved extension of the date by which we must complete an initial business combination.

If we complete an initial business combination,

we would repay such loaned amounts.

In the event that we are unable to complete an initial business combination, we may use a portion

of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would

be used for such repayment.

The loans from the Funding Parties are convertible into warrants to purchase shares of common stock,

at a price of $1.00 per warrant, at the option of the funding parties.

The warrants would be identical to private placement warrants.

The Company expects to repay any such loaned amounts

out of the proceeds of the trust account released upon completion of a business combination.

Alternatively, the sponsors and Strategic

Investor would have the option to convert the outstanding loaned amounts under the promissory notes to warrants at a price of $1.00

In the event the Company does not complete the business combination, it may use a portion of the working capital held

outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment.

Accordingly, if the business combination is not completed, the Company will most likely not be able to repay the loans.

Potential Payments after the Business Combination

After our Business Combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and

all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials,

as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a stockholder meeting held to consider our Business Combination, as applicable,

as it will be up to the directors of the post-combination business to determine executive and director compensation.

our Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from

the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender

offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation

will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider

our Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive

and director compensation.

In connection with the Business Combination with Ensysce, none of our directors, officers or management

team will continue with us, other than two of the directors will

be selected by us, which may include persons who are our officers or directors.

Registration Rights

7 unchanged sentences

In addition, the holders

have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion

of our Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities

13 unchanged sentences

majority of our board of directors be independent.

An “independent director”

is defined generally as a person other

An “independent director” is defined generally as a person other

than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying

out the responsibilities of a director.

Our board of directors has determined that Messrs.

Falcone, Rittvo and Weinstein are “independent

directors”

as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

Falcone, Rittvo

and Weinstein are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

independent directors have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services

The following is a summary of the fees

paid or to be paid to Marcum LLP, or Marcum, for services rendered for 2018 and 2019.

Audit fees consist of

fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered

for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective

periods and other required filings with the SEC for the year ended December 31, 2019 and 2018 totaled $53,684 and $79,310, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

The following is a summary of fees paid

or to be paid to Marcum LLP, or Marcum, for services rendered for 2020 and 2019.

Audit fees consist

of fees billed for professional services rendered for the audit of our year-end financial statements and services that are

normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional

services rendered for the audit of our annual financial statements, review of the financial information included in our Forms

10-Q for the respective periods and other required filings with the SEC and review of proxy and other registration statements

for the year ended December 31, 2020 and 2019 totaled $80,845 and $53,684, respectively.

The above amounts include interim

procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees .

Audit-related

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review

of our financial statements and are not reported under “Audit Fees.”

These services include attest services that are

not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We paid Marcum

$4,161 and $0 for consultations concerning financial accounting and reporting standards for the year ended December 31, 2019 and

2018, respectively.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services

include attest services that are not required by statute or regulation and consultations concerning financial accounting and

reporting standards.

We paid Marcum $0 and $4,161 for consultations concerning financial accounting and reporting standards

for the year ended December 31, 2020 and 2019.

We did not pay Marcum

LLP for tax planning and tax advice for the years ended December 31, 2019 and 2018.

for tax planning and tax advice for the year ended December 31, 2020 and 2019.

All Other Fees .

We did not pay Marcum

LLP for other services for the years ended December 31, 2019 and 2018.

We did not pay

Marcum for other services for the year ended December 31, 2020 and 2019.

Pre-Approval Policy

10 unchanged sentences

of this Report:

financial statements listed in the Index to the Financial Statements on page F-1.

financial statement schedules have been filed as part of this Report because they are not applicable, not required or because

the information is otherwise included in the Financial Statements or notes thereto.

listed on page 55.

FINANCIAL STATEMENTS

The financial statements listed in the Index to the Financial Statements on page F-1.

No financial statement schedules have been filed as part of this Report because they are not applicable, not required or because the information is otherwise included in the Financial Statements or notes thereto.

Exhibits listed

LEISURE ACQUISITION CORP.

INDEX TO FINANCIAL

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Shareholders and the Board of Directors

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and Board of Directors

Leisure Acquisition Corp.

2 unchanged sentences

sheets of Leisure Acquisition Corp.

(the “Company”) as of December 31, 2019 and 2018, the related statements of operations,

stockholders’

equity and cash flows for each of the two years in the period ended December 31, 2019, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations

and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally

accepted in the United States of America.

(the “Company”) as of December 31, 2020 and 2019, the related statements of

operations, changes in stockholders’ equity and cash flows for each of the years ended December 31, 2020 and 2019, and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019,

and the results of its operations and its cash flows for each of the years ended December 31, 2020 and 2019, in conformity

with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working

capital as of December 31, 2020 are not sufficient to complete its planned activities.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also

described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the

“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

4 unchanged sentences

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

Our audits included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

1 unchanged sentence

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable

basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2017 .

West Palm Beach, FL

March 15, 2021

7 unchanged sentences

$ 196,511,899

$ 204,831,755

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses

Accrued offering costs

Total Current Liabilities

Promissory note

Deferred tax liability

Convertible promissory notes - related party

Deferred underwriting fee payable

TOTAL LIABILITIES

Common stock subject to possible redemption, 17,501,073 and 18,960,928 shares at redemption value at December 31, 2019 and 2018, respectively

Stockholders’

Common stock subject to possible redemption, 5,094 and 17,501,073 shares at redemption value at value at December 31, 2020 and 2019, respectively

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

1,000,000 authorized;

1,000,000 shares authorized;

none issued and outstanding

4 unchanged sentences

Retained earnings

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

$ 196,511,899

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 196,511,899

3 unchanged sentences

STATEMENTS OF OPERATIONS

Year Ended December 31,

Operating costs

Reimbursement of due diligence expenses

Loss from operations

( 1,368,841 )

( 3,328,674 )

Other income:

Interest income

Unrealized gain on marketable securities held in Trust Account

Forgiveness of accounts payable

Income before provision for income taxes

Provision for income taxes

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss

per common share (2)

Excludes an aggregate of 17,501,073 and 18,960,928 shares subject to possible redemption at December 31, 2019 and 2018, respectively.

Net loss per common share - basic and diluted excludes income attributable to common stock subject to possible redemption of $3,239,823 and $3,464,722 for the year ended December 31, 2019 and 2018, respectively (see Note 2).

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption

Basic and diluted net income (loss) per share, Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, Common stock

Basic and diluted net income (loss) per share, Common stock

The accompanying notes are an integral part

1 unchanged sentence

LEISURE ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’

Total Stockholders’

Balance –

January 1, 2018

STATEMENTS OF CHANGES IN STOCKHOLDERS’

Total Stockholders’

Balance – January 1, 2019

Change in value of common stock subject to possible redemption

Forfeiture of Founder Shares

Balance –

December 31, 2018

Balance – December 31, 2019

Change in value of common stock subject to possible redemption

Balance –

December 31, 2019

( 3,542,569 )

( 3,654,513 )

Issuance of warrants in connection with conversion of promissory note – related party

Waiver of a portion of deferred underwriting fee

Balance – December 31, 2020

The accompanying notes are an integral part

1 unchanged sentence

LEISURE ACQUISITION CORP.

STATEMENTS OF

Year Ended December 31,

STATEMENTS OF CASH FLOWS

Year Ended December 31,

2 unchanged sentences

Interest earned on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Deferred tax (benefit) provision

( 4,249,828 )

Forgiveness of accounts payable

( 3,298,207 )

Deferred tax benefit

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable and accrued expenses

Income taxes payable

Net cash used in operating activities

( 1,424,792 )

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 1,698,862 )

Cash withdrawn from Trust Account for redemption of common stock

2 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from promissory notes –

related parties

Proceeds from promissory note

Proceeds from convertible promissory notes – related parties

Redemption of common stock

( 184,776,163 )

( 11,583,473 )

Payment of offering costs

1 unchanged sentence

( 183,551,163 )

( 11,025,845 )

Net Change in Cash

( 1,011,949 )

Cash – Beginning

Cash – Ending

Supplementary cash flow information:

2 unchanged sentences

Change in value of common stock subject to possible redemption

Waiver of a portion of deferred underwriting fee payable

Issuance of warrants in connection with conversion of promissory note – related party

The accompanying notes are an integral part

of the financial statements.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

— DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Leisure Acquisition

(the “Company”) is a blank check company incorporated in Delaware on September 11, 2017.

The Company was formed

for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization,

exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company

has not yet identified (a “Business Combination”).

At December 31, 2019,

the Company had not yet commenced operations.

All activity through December 31, 2019 relates to the Company’s formation,

its initial public offering (“Initial Public Offering”), which is described below, identifying a target company for

a Business Combination and activities in connection with the proposed acquisition of GTWY Holdings Limited, a Canadian corporation

(“GTWY Holdings”) (see Note 6).

In September 2018,

the Company received a $600,005 reimbursement for expenses that it incurred in connection with the due diligence of evaluating

a potential Business Combination with GTWY Holdings that did not materialize at that time.

Leisure Acquisition Corp.

“Company”) is a blank check company incorporated in Delaware on September 11, 2017.

The Company was formed for the

purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization,

exchangeable share transaction or other similar business transaction, with one or more operating businesses or assets (a “Business

Combination”).

At December 31, 2020, the Company

had not yet commenced operations.

All activity through December 31, 2020 relates to the Company’s formation, its initial

public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business

Combination, activities in connection with the proposed acquisition of Ensysce Biosciences, Inc., a Delaware corporation (“Ensysce”)

(see Note 10) and activities in connection with the previously proposed business combination with GTWY Holdings Limited, a Canadian

corporation (“GTWY Holdings”), which was terminated on July 16, 2020.

The registration statement

for the Company’s Initial Public Offering was declared effective on December 1, 2017.

On December 5, 2017, the Company consummated

the Initial Public Offering of 20,000,000 units (“Units”

and, with respect to the common stock included in the Units,

the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.

Simultaneously with

the closing of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the “Private Placement

Warrants”) at a price of $1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC

(the “Hydra Sponsor”), MLCP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the “Matthews

Lane Sponsor,”

and, together with the Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund,

(“HG Vora”) and certain members of the Company’s management team, generating gross proceeds of $6,825,000,

which is described in Note 4.

Following the closing

of the Initial Public Offering on December 5, 2017, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale

of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust

Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended

investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of

the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination

or (ii) the distribution of the Trust Account, as described below.

the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the common stock included in the Units,

the “Public Shares”), generating gross proceeds of $ 200,000,000 , which is described in Note 3.

Simultaneously with the closing

of the Initial Public Offering, the Company consummated the sale of 6,825,000 warrants (the “Private Placement Warrants”)

at a price of $ 1.00 per warrant in a private placement to Hydra LAC, LLC, an affiliate of Hydra Management, LLC (the “Hydra

Sponsor”), MLCP GLL Funding LLC, an affiliate of Matthews Lane Capital Partners, LLC (the “Matthews Lane Sponsor,”

and, together with the Hydra Sponsor, the “Sponsors”), HG Vora Special Opportunities Master Fund, Ltd.

and certain members of the Company’s management team, generating gross proceeds of $ 6,825,000 , which is described in Note

Following the closing of the

Initial Public Offering on December 5, 2017, an amount of $ 200,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the

Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”)

and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,

as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company

that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company

Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution

of the Trust Account, as described below.

Transaction costs amounted

1 unchanged sentence

Public Offering costs.

In addition, at December 31, 2019, cash of $1,061,151 was held outside of the Trust Account and is available

for working capital purposes.

The Company’s

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and

Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

The Company’s initial Business Combination must be with one or more target businesses that together

have a fair market value equal to at least 80% of the balance in the Trust Account (excluding deferred underwriting commissions

and franchise and income taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to

enter into a Business Combination.

In addition, the Company’s Business Combination must be approved by HG Vora as a condition

to the Contingent Forward Purchase Contract (as described in Note 6).

The Company will only complete a Business Combination if

the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the

Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide

its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement

Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value

equal to at least 80 % of the balance in the Trust Account (excluding deferred underwriting commissions and franchise and income

taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination.

In addition, the Company’s Business Combination must be approved by HG Vora as a condition to the Contingent Forward Purchase

Contract (as described in Note 6).

The Company will only complete a Business Combination if the post-Business Combination company

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its

stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination

either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

7 unchanged sentences

will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 7).

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

The Company will proceed

with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of a Business Combination

The Company will proceed with

a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon consummation of a Business Combination

and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

1 unchanged sentence

reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant

to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the

SEC prior to completing a Business Combination.

3 unchanged sentences

If the Company seeks

stockholder approval in connection with a Business Combination, the Sponsors and the Company’s other initial stockholders

(collectively, the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any

stockholder approval in connection with a Business Combination, the Sponsors and the Company’s other initial stockholders

(collectively, the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any

Public Shares held by them in favor of approving a Business Combination.

1 unchanged sentence

their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the

foregoing, the Company’s Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together

with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

Notwithstanding the foregoing,

the Company’s Second Amended and Restated Certificate of Incorporation provides that a public stockholder, together with

any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

from redeeming its shares with respect to an aggregate of 20 % or more of the common stock sold in the Initial Public Offering.

The Company has until

April 5, 2020 to consummate a Business Combination or such later date to the extent our stockholders

approve an extension) (the “Combination Period”) (see “Special 2020 Extension Meeting”

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem

100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account, including interest earned and not previously released to pay franchise and income taxes (less up to $75,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely

extinguish public stockholders’

rights as stockholders (including the right to receive further liquidation distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby

a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements

of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account

in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts

will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s

Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for

distribution (including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering.

On November 26, 2019,

the Company held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period

from December 5, 2019 to April 5, 2020 (the “Extended Date”).

June 30, 2021 to consummate a Business Combination (the “Combination Period”).

If the Company is unable to complete

a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned and not previously released to pay franchise and income taxes (less up to $75,000 of interest to pay dissolution expenses),

divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law,

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders

and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the

Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event

the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included

with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.

the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including

Trust Account assets) will be less than the $ 10.00 per Unit in the Initial Public Offering.

On November 26, 2019, the Company

held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from December

5, 2019 to April 5, 2020 (the “Initial Extension Date”).

In connection with the approval of the extension, stockholders

elected to redeem an aggregate of 1,123,749 shares of the Company’s common stock.

As a result, an aggregate of approximately

$11,583,473 (or approximately $10.31 per share) was released from the Company’s Trust Account to pay such stockholders and

18,876,251 shares of common stock are now issued and outstanding.

The Company agreed

to contribute (the “Contribution”) $0.03 for each share of the Company’s common stock that did not redeem in

connection with the extension for each monthly period or portion thereof that is needed to complete a Business Combination (commencing

on December 6, 2019 and on the 6 th day of each subsequent month through the Extended Date).

elected to redeem an aggregate of 1,123,749 shares of the Company’s common stock.

As a result, an aggregate of $ 11,583,473

(or approximately $ 10.31 per share) was released from the Company’s Trust Account to pay such stockholders.

The Company agreed to contribute

(the “Contribution”) $ 0.03 for each share of the Company’s common stock that did not redeem in connection with

the extension for each of the four monthly periods covered by the extension (commencing on December 6, 2019 through the Initial

Extension Date), subject to certain conditions.

On each of December

5, 2019, January 3, 2020, February 4, 2020 and March 4, 2020, the Company made a Contribution of $0.03 for each of the public shares

outstanding, for an aggregate Contribution of $2,265,151, of which $566,288 was made as of December 31, 2019, which amounts were

deposited into the Trust Account.

5, 2019, January 3, 2020, February 4, 2020 and March 4, 2020, the Company made a Contribution of $ 0.03 for each of the public

shares outstanding, for an aggregate Contribution of $ 2,265,150 , which amounts were deposited into the Trust Account.

On December 5, 2019,

the Company entered into an expense advancement agreement (the “GTWY Expense Advance Agreement”) with an affiliate

of GTWY Holdings (“Potential Target”), pursuant to which the Potential Target committed to provide $566,288 to fund

contributions to the Trust Account.

The Company drew down the full amount under the GTWY Expense Advance Agreement to fund the

required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory

note to the Potential Target (see Note 5).

The Initial Stockholders

have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the

completion of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect

to their Founder Shares if the Company fails to complete a Business Combination within the Combination Period and (iii) not to

propose an amendment to the Company’s Second Amended and Restated Certificate of Incorporation that would affect the substance

or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination,

unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment.

However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the

Company fails to consummate a Business Combination or liquidates within the Combination Period.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

In order to protect

the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by

a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed

entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public

Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due

to reductions in the value of the trust assets.

This liability will not apply with respect to any claims by a third party who executed

a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under

the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such

third party claims.

The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities

with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind

in or to monies held in the Trust Account.

Special 2020 Extension Meeting

The Company has scheduled a special meeting

of stockholders for March 26, 2020, pursuant to which it will seek stockholder approval to extend the Combination Period from April

5, 2020 to June 30, 2020 (the “Second Extension Meeting”).

The public stockholders will be able to elect to redeem

their shares in connection with the Second Extension Meeting for a pro rata portion of the amount then on deposit in the Trust

Account ($10.00 per share, plus any deposits made into the Trust Account for extension payments and any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes).

If the Company

does not obtain stockholder approval and is unable to complete the Transaction by April 5, 2020, the Company would wind up it’s

affairs and liquidate.

The Company has principally

financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial

Public Offering and such amount of proceeds from the sale of the Private Placement Warrants and the Initial Public Offering that

were placed in an account outside of the Trust Account for working capital purposes.

As of December 31, 2019, the Company had $1,061,151

in its operating bank accounts, $195,312,177 in securities held in the Trust Account to be used for a Business Combination or to

repurchase or redeem its common stock in connection therewith and working capital deficit of $1,669,844, which excludes $138,571

of prepaid income taxes and $40,050 of franchise and income taxes payable that will be paid from interest earned on the Trust Account.

On January 15, 2020, the Company issued unsecured promissory notes (the “Promissory Notes”) for an aggregate amount

of $1,000,000 to its Sponsors and HG Vora.

The Company may use the funds received fund its working capital requirements and to

fund required Contributions to its Trust Account in connection with the extension of the date by which the Company must complete

its Business Combination.

Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the

earlier of consummation of a Business Combination or April 5, 2020, the date that the Company will be required to cease all operations

except for the purpose of winding up, if a Business Combination is not consummated (see Note 7).

the Company entered into an expense advancement agreement with GTWY Holdings (the “GTWY Expense Advance Agreement”),

pursuant to which GTWY Holdings committed to provide $ 566,288 to fund contributions to the Trust Account.

The Company drew down

the full amount under the GTWY Expense Advance Agreement to fund the required Contribution to the Trust Account for the period

December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note to GTWY Holdings (see Note 6).

The note was converted

into warrants on January 31, 2021.

On January 15, 2020,

the Company drew down $ 1,000,000 under the expense advancement agreement with the Company’s Sponsors and strategic investor

dated December 1, 2017 in exchange for issuing unsecured promissory notes to fund its working capital requirements and to fund

required Contributions to the Trust Account.

The holders had the option to convert the promissory notes into warrants at a price

of $ 1.00 per warrant subject to the same terms and conditions as private placement warrants.

The notes were converted into warrants

on June 25, 2020 (see Note 5).

On March 26, 2020, the Company

held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from April

5, 2020 to June 30, 2020 (the “Second Extension Date”).

In connection with the approval of the extension, stockholders

elected to redeem an aggregate of 16,837,678 shares of the Company’s common stock.

As a result, an aggregate of $ 176,283,492

(or approximately $ 10.47 per share) was released from the Company’s Trust Account to pay such stockholders.

Of the amount

paid to redeeming stockholders, $ 136,283,492 was paid as of March 31, 2020 and the balance of $ 40,000,000 was paid on April 1,

On June 25, 2020, the

Company’s Sponsors and HG Vora converted the promissory notes issued to them on January 15, 2020 pursuant to a drawdown by

the Company under the expense advancement agreement in the aggregate amount of $ 1,000,000 into warrants to purchase 1,000,001 shares

of the Company’s common stock at an exercise price of $ 11.50 per share.

On June 26, 2020, the Company

held a special meeting pursuant to which the Company’s stockholders approved extending the Combination Period from June 30,

2020 to December 1, 2020 (the “Third Extension Date”).

In connection with the approval of the extension, stockholders

elected to redeem an aggregate of 776,290 shares of the Company’s common stock.

As a result, an aggregate of $ 8,099,292 (or

approximately $ 10.43 per share) was released from the Company’s Trust Account to pay such stockholders.

On November 24, 2020, the

Company’s stockholders approved extending the Combination Period from December 1, 2020 to June 30, 2021 (the “Fourth

Extension Date”).

In connection with the approval of the extension, stockholders elected to redeem an aggregate of 38,015

shares of the Company’s common stock.

As a result, an aggregate of $ 393,380 (or approximately $ 10.34 per share) was released

from the Company’s Trust Account to pay such stockholders.

The Initial Stockholders have

agreed to (i) waive their redemption rights with respect to their Founder Shares in connection with the completion of a Business

Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares

if the Company fails to complete a Business Combination within the Combination Period and (iii) not to propose an amendment to

the Company’s Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s

obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides

the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment.

In order to protect the amounts

held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a vendor for

services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share

or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions

in the value of the trust assets.

This liability will not apply with respect to any claims by a third party who executed a waiver

of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable

against a third party, the Sponsors will not be responsible to the extent of any liability for such third -party claims.

will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring

to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute

agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On November 30, 2020, the

Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the Company was

not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a special purpose acquisition company

complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection

with its initial public offering.

Since the Company’s registration statement became effective on December 1, 2017, it was

required to complete an initial business combination by no later than December 1, 2020.

The Rule also provides that failure to

comply with this requirement will result in the Listing Qualifications Department issuing a Staff Delisting Determination under

Rule 5810 to delist the Company’s securities.

In addition, the Nasdaq Notice states that the Company was not in compliance

with Nasdaq’s minimum publicly held shares requirement under Listing Rule 5550(a)(4), which requires a listed company’s primary

equity security to maintain a minimum of 500,000 publicly held shares.

The Listing Qualifications

Department has advised the Company that its securities would be subject to delisting unless the Company timely requests a hearing

before an independent Hearings Panel (the “Panel”).

Accordingly, the Company intends to timely request a hearing.

hearing request will stay any suspension or delisting action pending the completion of the hearing and the expiration of any additional

extension period granted by the Panel following the hearing.

On January 27, 2021,

the Panel granted the Company’s request for continued listing of the Company’s equity securities on the Nasdaq Capital

Market pursuant to an extension, subject to certain milestones, through June 1, 2021 (see Note 10).

Risk Factors-- The Nasdaq may not continue to list our securities, which could limit investors' ability to make transactions

in our securities and subject us to additional trading restrictions.

Risks and Uncertainties

Management continues to evaluate

the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative

effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact

is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of December 31, 2020, the

Company had $ 49,202 in its operating bank accounts, $ 12,628,170 in securities held in the Trust Account to be used for a Business

Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $ 127,869 , which

excludes $ 93,929 of prepaid income and franchise taxes.

As of December 31, 2020, the

Company had $ 75,000 available for drawdown under the Company’s expense advancement agreement with the Company’s Sponsors

and HG Vora (see “Related Party Loans” in Note 5).

The Company will need to raise

additional capital through loans or additional investments from its Sponsors, HG Vora, stockholders, officers, directors, or third

The Company’s Sponsors and HG Vora may, but are not obligated to, loan the Company funds, from time to time or at

any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital,

it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing

operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance

that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern through June 30, 2021, the date that the Company will be required

to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated.

These financial statements

do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might

be necessary should the Company be unable to continue as a going concern.

— SUMMARY OF SIGNIFICANT ACCOUNTING

1 unchanged sentence

The accompanying financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

Emerging growth company

The Company is an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act

of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that

are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt

out of such extended transition period, which means that when a standard is issued or revised and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the

time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements

with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of

using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

Use of Estimates

The preparation of

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future events.

Accordingly, the actual results could differ significantly

from the Company’s estimates.

The preparation of financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

of revenues and expenses during the reporting period.

Making estimates requires management

to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future events.

Accordingly, the actual results could differ significantly from

the Company’s estimates.

Cash and Cash Equivalents

The Company considers

all short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents.

did not have any cash equivalents as of December 31, 2019 and 2018.

Marketable securities held in Trust

At December 31, 2019

and 2018, the assets held in the Trust Account were substantially held in U.S.

The Company considers all short-term

investments with an original maturity of three months or less, when purchased, to be cash equivalents.

The Company did not have

any cash equivalents as of December 31, 2020 and 2019.

Marketable Securities Held in Trust Account

At December 31, 2020 and 2019,

the assets held in the Trust Account were substantially held in a money market fund that invests primarily in U.S.

Treasury Bills.

During the year ended December 31,

2019 and 2018, the Company withdrew $836,205 and $838,587 of interest income from the Trust Account to pay franchise and income

During the year ended December 31, 2020 and 2019, the Company withdrew $ 326,352 and $ 836,205 of interest income from the Trust

Account to pay franchise and income taxes.

Common Stock Subject to Possible Redemption

The Company accounts

for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.”

Common stock subject to mandatory redemption is classified as a

The Company accounts for its

common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a

liability instrument and is measured at fair value.

1 unchanged sentence

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified

as stockholders’

The Company’s common stock features certain redemption rights that are considered to be outside

of the Company’s control and subject to occurrence of uncertain future events.

as stockholders’ equity.

The Company’s common stock features certain redemption rights that are considered to be outside

of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible

redemption is presented at redemption value as temporary equity, outside of the stockholders’

equity section of the Company’s

redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s

balance sheets.

The Company complies

with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income

Taxes,”

The Company complies with the

accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,”

which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income

tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities

that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which

the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

ASC Topic 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken

Deferred income tax assets

and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will

result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences

are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the

amount expected to be realized.

ASC Topic 740 prescribes a

recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken

or expected to be taken in a tax return.

7 unchanged sentences

accruals or material deviation from its position.

The Company may be

subject to potential examination by federal, state and city taxing authorities in the areas of income taxes.

The Company may be subject

to potential examination by federal, state and city taxing authorities in the areas of income taxes.

These potential examinations

1 unchanged sentence

with federal, state and city tax laws.

The Company’s management does not expect that the total amount of unrecognized tax

benefits will materially change over the next twelve months.

Net loss per common share

Net loss per common

share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.

applies the two-class method in calculating earnings per share.

Shares of common stock subject to possible redemption at December

31, 2019 and 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation

of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 16,825,000

shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the

occurrence of future events.

As a result, diluted loss per common share is the same as basic loss per common share for the periods.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

Reconciliation of net loss per common

The Company’s

net income is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only

participate in the earnings of the Trust Account and not the income or losses of the Company.

Accordingly, basic and diluted loss

per common share is calculated as follows:

Income attributable to common stock subject to possible redemption

Adjusted net loss

Weighted average common shares outstanding, basic and diluted

Basic and diluted net loss per common share

Net Income (Loss) Per Common Share

Net income (loss)

per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period,

excluding shares of common stock subject to forfeiture.

The Company has not considered the effect of the warrants sold in the Initial

Public Offering and private placement to purchase an aggregate of 17,825,001 shares in the calculation of diluted loss per share,

since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would

be anti-dilutive.

The Company’s

statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in

a manner similar to the two-class method of income (loss) per share.

Net income (loss) per common share, basic and diluted, for

Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities

held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject

to possible redemption outstanding since original issuance.

Net loss per share,

basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss

on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable

common stock outstanding for the period.

Non-redeemable common

stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features.

Non-redeemable

common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table

reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

For the year ended December 31,

Common stock subject to possible redemption

Earnings allocable to Common stock subject to possible redemption

Interest earned on marketable securities held in Trust Account

interest available to be withdrawn for payment of taxes

Weighted Average Common stock subject to possible redemption

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Non-Redeemable Common Stock

Net Loss minus Net Earnings

Net income allocable to Common stock subject to possible redemption

( 3,239,823 )

Non-Redeemable Net Loss

$ ( 2,873,869 )

Weighted Average Non-Redeemable Common Stock

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share

Concentration of Credit Risk

Financial instruments

that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which,

at times may exceed the federal depository insurance coverage of $250,000.

The Company had not experienced losses on this account

Financial instruments that

potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at

times may exceed the federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on this account

and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the

Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements

and Disclosures”

(“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets,

primarily due to their short-term nature.

Recently issued accounting standards

Management does not

believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statements.

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC

820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term

Recent Accounting Standards

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the

Company’s financial statements.

— INITIAL PUBLIC OFFERING

Pursuant to the Initial

Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit.

Each Unit consists of one share of common

stock, and one-half of one warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one

share of common stock at an exercise price of $11.50 (see Note 7).

Pursuant to the Initial Public

Offering, the Company sold 20,000,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one share of common stock,

and one-half of one warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share

of common stock at an exercise price of $ 11.50 (see Note 7).

— PRIVATE PLACEMENT

Simultaneously with

the closing of the Initial Public Offering, affiliates of the Hydra Sponsor and Matthews Lane Sponsor, HG Vora and certain members

of management purchased an aggregate of 6,825,000 Private Placement Warrants at $1.00 per Private Placement Warrant, for an aggregate

purchase price of $6,825,000.

Each Private Placement Warrant entitles the holder to purchase one share of common stock at an exercise

Simultaneously with the closing

of the Initial Public Offering, affiliates of the Hydra Sponsor and Matthews Lane Sponsor, HG Vora and certain members of management

purchased an aggregate of 6,825,000 Private Placement Warrants at $ 1.00 per Private Placement Warrant, for an aggregate purchase

price of $ 6,825,000 .

The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held

in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds of the

sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of

applicable law) and the Private Placement Warrants will expire worthless.

Each Private Placement Warrant entitles the holder to purchase one share of common stock at an exercise price

The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in

the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale

of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Placement Warrants will expire worthless.

There will be no redemption rights or liquidating distributions

from the Trust Account with respect to the Private Placement Warrants.

The Private Placement

Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private

Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable

or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

The Private Placement Warrants

are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement

Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or

salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the

4 unchanged sentences

same basis as the Public Warrants.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

— RELATED PARTY TRANSACTIONS

Founder Shares

On September 11, 2017,

the Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”)

for an aggregate purchase price of $25,000.

On December 5, 2017, certain of the Initial Stockholders surrendered and returned to

the Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000

On September 11, 2017, the

Company issued an aggregate of 7,187,500 shares of common stock to the Initial Stockholders (“Founder Shares”) for

an aggregate purchase price of $ 25,000 .

On December 5, 2017, certain of the Initial Stockholders surrendered and returned to the

Company, for nil consideration, an aggregate of 1,437,500 Founder Shares, which were cancelled, leaving an aggregate of 5,750,000

Founder Shares outstanding.

The 5,750,000 Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by

the Initial Stockholders to the extent that the underwriters’

over-allotment was not exercised in full or in part, so that

the Initial Stockholders would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming

the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).

The underwriters’

exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited,

resulting in 5,000,000 Founder Shares outstanding as of January 15, 2018.

The Initial Stockholders

have agreed, subject to certain exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i)

one year after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s

the Initial Stockholders to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that

the Initial Stockholders would own 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

The underwriters’ election to exercise their over-allotment option expired unexercised on January 15, 2018 and, as a result,

750,000 Founder Shares were forfeited, resulting in 5,000,000 Founder Shares outstanding.

The Initial Stockholders have

agreed, subject to certain exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (i) one year

after the date of the completion of a Business Combination, or (ii) the date on which the last sales price of the Company’s

common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)

1 unchanged sentence

case, if subsequent to a Business Combination, the Company completes a subsequent liquidation, merger, stock exchange, or other

similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for

cash, securities or other property.

Administrative Services Agreement

The Company entered

into an agreement whereby, commencing on December 1, 2017 through the earlier of the completion of a Business Combination or the

Company’s liquidation, the Company will pay Hydra Management, LLC a monthly fee of up to $10,000 for office space, utilities

and secretarial and administrative support.

For each of the years ended December 31, 2019 and 2018, the Company incurred $120,000

The Company entered into an

agreement whereby, commencing on December 1, 2017 through the earlier of the completion of a Business Combination or the Company’s

liquidation, the Company would pay Hydra Sponsor a monthly fee of up to $ 10,000 for office space, utilities and secretarial and

administrative support.

For the year ended December 31, 2020 and 2019, the Company incurred $ 60,000 and $ 120,000 , respectively,

in fees for these services.

As of December 31, 2019 and 2018, $17,000 and $6,000, respectively, is included in accounts payable

and accrued expenses in the accompanying balance sheets.

Promissory Note

On December 5, 2019,

the Company entered into the GTWY Expense Advance Agreement, pursuant to which the Potential Target committed to provide $566,288

to fund contributions to the Trust Account.

The Company drew down the full amount under the GTWY Expense Advance Agreement to fund

the required Contribution to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory

note (the “Note”) to the Potential Target.

The Note does not bear interest.

If the Company completes an initial Business

Combination, the Company would repay the Note out of the proceeds of the Trust Account released to the Company.

Otherwise, amounts

borrowed under the Note would be repaid only out of funds held by the Company outside the Trust Account.

At December 31, 2019,

there was $566,268 outstanding under the Note.

Effective June 30, 2020, Hydra Sponsor agreed to stop charging the Company the monthly administrative

fee and forgave the $ 71,000 outstanding balance due.

Related Party Loans

1 unchanged sentence

capital deficiencies or finance transaction costs in connection with a Business Combination, the Hydra Sponsor, an affiliate of

the Matthews Lane Sponsor and HG Vora (the “Funding Parties”) have agreed to loan up to an aggregate of $1,000,000,

in accordance with unsecured promissory notes to be issued to the Funding Parties (see below), pursuant to an expense advance agreement

dated December 1, 2017, to be provided to the Company and from which the Company may draw down from time to time in the event that

funds held outside of the Trust Account are insufficient to fund the Company’s expenses and other working capital requirements

after the Initial Public Offering and prior to a Business Combination and the Funding Parties may, but are not obligated to, loan

the Company additional funds from time to time or at any time, as may be required (“Working Capital Loans”).

Capital Loans would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion,

up to $1,000,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant.

The warrants would

be identical to the Private Placement Warrants.

In the event that a Business Combination does not close, the Company may use a

portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account

would be used to repay the Working Capital Loans.

the Matthews Lane Sponsor and HG Vora (the “Funding Parties”) loaned an aggregate of $ 1,000,000 to the Company, in

accordance with unsecured promissory notes issued on January 15, 2020 to the Funding Parties, pursuant to an expense advancement

agreement dated December 1, 2017 which were subsequently converted by the holders into warrants on June 25, 2020.

The expense advancement

agreement was amended to increase the total amount of advances available to the Company under the agreement by an additional $300,000,

of which the Company drew down $225,000 pursuant to promissory notes issued in October and November 2020 and $75,000 remained available

for drawdown as of December 31, 2020 which was drawn down on February 1, 2021.

On February 23, 2021, the expense advancement agreement

was further amended to increase the loan commitment amount by an additional $ 160,000 which was drawn down on February 24, 2021

(see Note 10).

The Funding Parties may, but are not obligated to, loan the Company additional funds from time to time or at any

time, as may be required (“Working Capital Loans”).

Under the expense advancement agreement, the Working Capital Loans

would either be paid upon completion of a Business Combination, without interest, or, at the holder’s discretion could be

converted into warrants at a price of $ 1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account

to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31,

2020, there was $ 225,000 outstanding under the Working Capital Loans (the $ 1,000,000 previously loaned by the Funding Parties having

been converted into warrants on June 25, 2020).

The outstanding amount was $ 460,000 as of March 10, 2021 (see Note 10).

— COMMITMENTS

Forgiveness of Accounts Payable

During the year ended December 31, 2020, two of the Company’s

service providers forgave certain amounts due to them in connection with previously provided services.

As a result, the Company

recorded a forgiveness of accounts payable in the amount of $ 3,298,207 .

GTWY Holdings Promissory Note

On December 5, 2019, the Company

entered into the GTWY Expense Advancement Agreement, pursuant to which GTWY Holdings committed to provide $ 566,288 to fund contributions

to the Trust Account.

The Company drew down the full amount under the GTWY Expense Advancement Agreement to fund the required Contribution

to the Trust Account for the period December 6, 2019 to January 5, 2020 by issuing an unsecured promissory note that is non-interest

bearing to GTWY Holdings (the “Gateway Promissory Note”).

The note provided for repayment out of the proceeds of the

Trust Account released to the Company if the Company completes an initial Business Combination and, otherwise, out of funds held

by the Company outside the Trust Account.

At December 31, 2020, there was $ 566,268 outstanding under the note.

On January 31, 2021,

the Company issued the Promissory Notes to the Sponsors and HG Vora.

The Promissory Notes are non-interest bearing.

The funds received

may be used by the Company to fund the working capital requirements and to fund required Contributions to the Trust Account in

connection with the previously approved Extended Date.

In the event that the Company is unable to complete an initial Business

Combination, the Company may use a portion of the working capital held outside its Trust Account to repay such loaned amounts but

no proceeds from the Trust Account would be used for such repayment.

The loans are convertible into warrants to purchase shares

of common stock, at a price of $1.00 per warrant, at the option of the Sponsors and HG Vora.

The warrants would be identical to

the Private Placement Warrants.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

the Company and GTWY Holdings entered into an amendment to the Gateway Promissory Note to permit conversion of the promissory note

into warrants at a price of $ 1.00 per warrant.

In connection with such amendment, GTWY Holdings elected to convert the full principal

balance of the Gateway Promissory Note into 566,288 warrants (see Note 10).

Registration Rights

5 unchanged sentences

securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities.

addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent

addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to

5 unchanged sentences

Underwriters Agreement

The underwriters of

the Initial Public Offering are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial

Public Offering, or $7,000,000.

Up to $0.05 per Unit (or up to $1,000,000) of the deferred fee may be paid to third parties (who

are members of FINRA) that assist the Company in consummating its initial Business Combination.

The election to make such payments

to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected

by the management team in their sole and absolute discretion.

The deferred fee will be paid in cash upon the closing of a Business

Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

The underwriters of the Initial

Public Offering are entitled to a deferred fee of three and one-half percent ( 3.5 %) of the gross proceeds of the Initial Public

Offering, or $ 7,000,000 .

Up to $ 0.05 per Unit (or up to $ 1,000,000 ) of the deferred fee may be paid to third parties (who are members

of FINRA) that assist the Company in consummating its initial Business Combination.

The election to make such payments to third

parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the

management team in their sole and absolute discretion.

The deferred fee will be paid in cash upon the closing of a Business Combination

from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

On November 23, 2020, the underwriters

agreed to waive $ 250,000 of the deferred fee which had been held in the Trust Account and was to be paid upon consummation of the

Business Combination, resulting in an aggregate of $ 6,750,000 deferred underwriting fee payable as of December 31, 2020 (see Note

The Company recorded the waiver of the deferred fee as a credit to retained earnings in the accompanying statement of stockholders’

Contingent Forward Purchase Contract

On December 1, 2017,

the strategic investor entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”)

with the Company to purchase, in a private placement for gross proceeds of approximately $62,500,000 to occur concurrently with

the consummation of the Business Combination, 6,250,000 Units on substantially the same terms as the sale of Units in the Initial

Public Offering at $10.00 per Unit.

On December 27, 2019, the Contingent Forward Purchase Contract was amended to provide that

the Contingent Forward Purchase Contract will terminate effective upon the closing in connection with the proposed business combination

with GTWY Holdings.

As part of the Transaction (as defined below), on December 27, 2019, the strategic investor entered into the

Strategic Investor Subscription Agreement, in similar form to and to replace the Contingent Forward Purchase Contract, with GTWY

Holdings pursuant to which, among other things the strategic investor agreed to purchase 3,000,000 units of GTWY Holdings’

equity securities (with each unit consisting of one GTWY Holdings Share and one-half of one GTWY Holdings Warrant) for a purchase

price of $10.00 per unit.

On December 1, 2017, the strategic

investor entered into a contingent forward purchase contract (the “Contingent Forward Purchase Contract”) with the

Company to purchase, in a private placement for gross proceeds of $ 62,500,000 to occur concurrently with the consummation of the

Business Combination, 6,250,000 Units on substantially the same terms as the sale of Units in the Initial Public Offering at $ 10.00

In connection with previously proposed business combination transaction with GTWY Holdings, an amendment to the Contingent

Forward Purchase Contract was effected on December 27, 2019 to provide that the Contingent Forward Purchase Contract would terminate

as of, and contingent upon, the closing of the transaction with GTWY Holdings such that the strategic investor would instead purchase

3,000,000 units of GTWY Holdings’ equity securities (with each unit consisting of one GTWY Holdings Share and one-half of

one GTWY Holdings Warrant) for a purchase price of $10.00 per unit.

The Contingent Forward Purchase Contract was waived by our

strategic investor in the connection with the proposed Business Combination with Ensysce.

Service Provider Agreement

From time to time the

Company has entered into and may enter into agreements with various services providers and advisors, including investment

banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination

and/or provide other services.

In connection with these agreements, the Company may be required to pay such service

providers and advisors fees in connection with their services to the extent that certain conditions, including the closing

of a potential Business Combination, are met.

If a Business Combination does not occur, the Company would not

expect to be required to pay these contingent fees.

From time to time the Company

has entered into and may enter into agreements with various services providers and advisors, including investment banks, to

help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or

provide other services.

In connection with these agreements, the Company may be required to pay such service providers and

advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential

Business Combination, are met.

If a Business Combination does not occur, the Company would not expect to be

required to pay these contingent fees.

There can be no assurance that the Company will complete a Business

Merger Agreement

On December 27, 2019,

the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with GTWY Holdings and GTWY Merger

Sub Corp., a Delaware corporation and wholly owned subsidiary of GTWY Holdings (“Merger Sub”), relating to a proposed

business combination transaction.

Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company

surviving such merger as a wholly owned subsidiary of GTWY Holdings and the stockholders of the Company becoming stockholders of

the GTWY Holdings (the “Merger”).

GTWY Holdings’

stockholders as of immediately prior to the Arrangement Effective Time (as defined in the Merger Agreement) will be entitled to

receive a cash distribution in an aggregate amount equal to GTWY Pre-Closing Distribution Amount (as defined in the Merger Agreement).

In addition, GTWY Holdings’

issued and outstanding share capital as of immediately prior to the Arrangement Effective Time,

which is expected to have an aggregate value of approximately $222,917,162 (subject to certain adjustments for transaction expenses

and deduction of GTWY Pre-Closing Distribution Amount, as further described in the Merger Agreement), will, at the closing of the

transactions contemplated by the Merger Agreement (collectively, the “Transaction”), be converted into a number of

common shares of GTWY Holdings calculated based on a reference price of $10.00 per share, and retained by GTWY’s existing

stockholders.

The Transaction will

be consummated subject to the deliverables and provisions as further described in the Merger Agreement.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

STOCKHOLDERS’

NOTE 7 — STOCKHOLDERS’ EQUITY

Preferred Stock

— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such

designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

As of December

1 unchanged sentence

— The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share.

the Company’s common stock are entitled to one vote for each share.

The underwriters’

election to exercise their over-allotment

the Company’s common stock are entitled to one vote for each share.

The underwriters’ election to exercise their over-allotment

option expired unexercised on January 15, 2018 and, as a result, 750,000 Founder Shares were forfeited.

3 unchanged sentences

Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of

the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business

Combination and (b) 12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective

registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants

and a current prospectus relating to them is available.

The Company has agreed that as soon as practicable, but in no event later

than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a

registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of

the Public Warrants.

The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance

with the provisions of the warrant agreement.

If any such registration statement has not been declared effective by the 60 th

business day following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the

period beginning on the 61 st business day after the closing of the Business Combination and ending upon such registration

statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective

registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to exercise such Public

Warrants on a “cashless basis.”

Notwithstanding the above, if the Company’s common stock is at the time of any

exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered

security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants

who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act

and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement,

but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an

exemption is not available.

The Public Warrants will expire five years after the completion of a Business Combination or earlier

upon redemption or liquidation.

The Company may redeem

the Public Warrants:

No fractional shares will be issued upon exercise of the Public

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination

and (b) 12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective registration

statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current

prospectus relating to them is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business

days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement

for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants.

Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration

statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions

of the warrant agreement.

If any such registration statement has not been declared effective by the 60 th business day

following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning

on the 61 st business day after the closing of the Business Combination and ending upon such registration statement being

declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration

statement covering the shares of common stock issuable upon exercise of the Public Warrants, to exercise such Public Warrants on

a “cashless basis.” Notwithstanding the above, if the Company’s common stock is at the time of any exercise of

a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their

warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event

the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required

to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the

Public Warrants:

● in whole and not in part;

1 unchanged sentence

● at any time during the exercise period;

upon a minimum of 30 days’

prior written notice of redemption;

if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders;

● upon a minimum of 30 days’ prior written notice of redemption;

● if, and only if, the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders;

● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

If the Company calls

the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants

to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price

and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including

in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will not

be adjusted for issuance of common stock at a price below its exercise price.

Additionally, in no event will the Company be required

to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and

the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect

to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

the respect to such warrants.

If the Company calls the Public

Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do

so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number

of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event

of a stock dividend, or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for

issuance of common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company

liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants,

nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such

Accordingly, the warrants may expire worthless.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

The Company’s

net deferred tax assets are as follows:

Deferred tax liability

Unrealized gain on marketable securities

Total deferred tax liability

Valuation allowance

Deferred tax liability, net of allowance

The income tax provision consists of the

NOTE 8 — INCOME TAXES

The Company did not have any

deferred tax assets or liabilities at December 31, 2020 and 2019.

The provision for income taxes consists of the following:

State and Local:

Change in valuation allowance

Income tax provision

As of December 31, 2020 and

2019, the Company did not have any of U.S.

federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization

5 unchanged sentences

this assessment.

For the years ended December 31, 2019 and 2018, the change in the valuation allowance was $-0- and $8,033, respectively.

A reconciliation of the federal income tax

rate to the Company’s effective tax rate at December 31, 2019 and 2018 is as follows:

After consideration of all of the information available, management determined that a valuation allowance was

not required for the years ended December 31, 2020 and 2019.

A reconciliation of the federal income tax rate

to the Company’s effective tax rate is as follows:

As of December 31, 2020

Statutory federal income tax rate

Business Combination expenses

Change in valuation allowance

Income tax provision

The Company files income

tax returns in the U.S.

federal jurisdiction and in various state and local jurisdictions and is subject to examination by the

various taxing authorities.

The Company’s tax returns since inception remain open and subject to examination.

The Company considers

New York to be a significant state tax jurisdiction.

LEISURE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2019 and 2018

FAIR VALUE MEASUREMENTS

The Company follows

the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting

period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the

Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received

in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities,

the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the

use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following

fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in

order to value the assets and liabilities:

For the year ended December

31, 2020, the effective tax rate differs from the statutory tax rate primarily due to the reversal of previously recorded permanent

differences for transactional expenses incurred in connection with the now terminated GTWY Holdings acquisition.

For the year ended

December 31, 2019, the effective tax rate differs from the statutory tax rate due to the permanent differences recorded for transactional

expenses incurred with the GTWY Holdings acquisition.

The Company files income tax

returns in the U.S.

federal jurisdiction and is subject to examination by the various taxing authorities.

The Company’s tax

returns for the year ended December 31, 2020 and 2019 remain open and subject to examination.

The Company considers New York to

be a significant state tax jurisdiction.

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance

in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and

non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s

financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection

with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market

participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks

to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy

is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets

and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

An active market for

an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume

to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table

presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2019

and 2018, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Cash and marketable securities held in Trust Account

$ 195,312,177

Examples of Level 2 inputs include quoted prices

in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that

are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would

use in pricing the asset or liability.

The following table presents

information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019,

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

$ 195,312,177

— SUBSEQUENT EVENTS

The Company evaluates

subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued.

Other than as described in these financial statements, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the financial statements.

Description of Exhibit

Agreement and Plan of Merger, dated December 27, 2019, by and among Leisure Acquisition Corp., GTWY Holdings Limited and GTWY Merger Sub Corp.

Second Amended and Restated Certificate of Incorporation (2)

Amendment to Second Amended and Restated Certificate of Incorporation (3)

Specimen Unit Certificate (4)

The Company evaluates subsequent

events and transactions that occur after the balance sheet date up to the date that the financial statements were issued.

upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the financial statements.

On January 27, 2021, the Panel

granted the Company’s request for continued listing of the Company’s equity securities on the Nasdaq Capital

Market pursuant to an extension, subject to certain milestones, through June 1, 2021 so that the Company may seek to complete an

initial business combination and regain compliance with the listing rules.

If the Company does not regain compliance with the Rule

by the required date, Nasdaq would delist the Company’s equity securities from the Nasdaq Capital Market.

On January 31, 2021, the Company

entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ensysce, and EB Merger

Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), relating to a proposed

business combination transaction between the Company and Ensysce.

Pursuant to the Merger Agreement,

Merger Sub will merge with and into Ensysce, with Ensysce surviving such merger as a wholly owned subsidiary of the Company and

the stockholders of Ensysce becoming stockholders of the Company (the “Merger”).

Ensysce’s issued and

outstanding share capital as of immediately prior to the Merger Effective Time will, at the closing (the “Closing”)

of the transactions contemplated by the Merger Agreement (collectively, the “Transaction”), be canceled and converted

into the right to receive the Company’s common stock, par value $.0001 per share (the “LACQ Common Stock”) calculated

based on an exchange ratio of 0.06585 (the “Exchange Ratio”).

The Transaction will be consummated

subject to the deliverables and provisions as further described in the Merger Agreement.

January 31, 2021, the underwriters of the Company’s initial public offering agreed to reduce the total deferred underwriting

fee that is to be paid to such underwriters upon the consummation of the Company’s initial business combination to $ 2,000,000 ,

which may under certain situations be payable in the form of LACQ Common Stock.

On January 31, 2021, the Company

and GTWY Holdings entered into an amendment to the Gateway Promissory Note to permit conversion of all or a portion of the promissory

note into warrants at a price of $ 1.00 per warrant.

In connection with such amendment, GTWY Holdings elected to convert the full

principal balance of the Gateway Promissory Note into 566,288 warrants.

February 23, 2021, the Company entered into a fourth amendment to the Company’s Expense Advancement Agreement with its

sponsors and strategic investor to increase the total amount of advances available to the Company under the agreement by

The promissory notes covering the prior loan balance in the aggregate amount of $300,000 was amended and restated

on February 24, 2021 in order to reflect the incremental increase of the total amount of advances available to the Company

thereunder to $460,000 and all of which increase was drawn on February 24, 2021.

Agreement and Plan of Merger, dated

January 31, 2021, by and among Leisure Acquisition Corp., Ensysce Biosciences, Inc.

and EB Merger Sub, Inc.

(incorporated

by reference to Exhibit 2.1 filed with the Company’s Current Report on Form 8-K on February 2, 2021)

Second Amended and Restated Certificate

of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K on December

Amendment to Second Amended and

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report

on Form 8-K on December 9, 2019)

Amendment No.

2 to Second Amended

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Company’s Current

Report on Form 8-K on March 31, 2020)

Amendment No.

3 to Second Amended

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Company’s Current

Report on Form 8-K on June 30, 2020)

Amendment No.

4 to Second Amended

and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Company’s Current

Report on Form 8-K on November 30, 2020)

Bylaws (incorporated by reference

to Exhibit 3.3 filed with the Company’s Registration Statement on Form S-1 (File No.333-221330) initially filed on November

Specimen Unit Certificate (incorporated

by reference to Exhibit 4.1 filed with the Company’s Registration Statement on Form S-1 (File No.333-221330) initially

filed on November 3, 2017)

Specimen Common Stock Certificate

Specimen Warrant Certificate (4)

Warrant Agreement, dated December 1, 2017, between the Company and Continental Stock Transfer & Trust Company (4)

Description of Registrant’s Securities

Investment Management Trust Agreement, dated December 1, 2017, between the Company and Continental Stock Transfer & Trust Company (2)

Amendment to Investment Management Trust Agreement, dated December 5, 2019

Registration Rights Agreement, dated December 1, 2017, among the Company and certain security holders (2)

Warrant Purchase Agreement, dated December 1, 2017, between the Company and certain security holders (2)

Administrative Services Agreement, dated December 1, 2017, between the Company and Hydra Management, LLC (2)

Expense Advancement Agreement, dated December 1, 2017, between the Company, HG Vora Special Opportunities Master Fund, Ltd., Hydra Management, LLC and Matthews Lane Capital Partners LLC (2)

Form of Promissory Note relating to Expense Advancement Agreement (5)

Letter Agreement, dated December 1, 2017, among the Company, its officers, directors and security holders (1)

Amendment to Letter Agreement, dated December 5, 2019

Contingent Forward Purchase Contract, dated December 1, 2017, between the Company and HG Vora Special Opportunities Master Fund, Ltd (2)

Amendment to Contingent Forward Purchase Contract, dated December 27, 2019 (1)

Form of Director and Officer Indemnity Agreement (2)

Securities Subscription Agreement, dated September 11, 2017, between the Registrant and HG Vora Special Opportunities Master Fund, Ltd (2)

Securities Subscription Agreement, dated September 11, 2017, between the Registrant and Hydra Management, LLC (2)

Securities Subscription Agreement, dated September 11, 2017, between the Registrant and Matthews Lane Capital Partners LLC (2)

Expense Advance Agreement, dated December 5, 2019, between the Company and GTWY Holdings Limited.

Shareholders’

Agreement, dated December 27, 2019, by and among GTWY Holdings Limited, The Catalyst Capital Group Inc., Catalyst Fund II Parallel Limited Partnership, Catalyst Fund Limited Partnership II, Catalyst Fund Limited Partnership III, Gabriel de Alba, MLCP GLL Funding LLC, Matthews Lane Capital Partners LLC, A.

Lorne Weil and Hydra LAC, LLC.

Voting and Support Agreement, dated December 27, 2019, by and among Leisure Acquisition Corp., The Catalyst Capital Group Inc., Catalyst Fund II Parallel Limited Partnership, Catalyst Fund Limited Partnership II and Catalyst Fund Limited Partnership III (1)

Transaction Support Agreement, dated December 27, 2019, by and among Leisure Acquisition Corp., HG Vora Special Opportunities Master Fund, Ltd., MLCP GLL Funding LLC, Matthews Lane Capital Partners LLC, Hydra LAC, LLC, GTWY Holdings Limited, Daniel B.

Lorne Weil, George Peng, Eric Carrera, Marion Rainone, Nancy Torres, Joanne O’Shea, Debra Aronowitz, Jenn Calabrese and Nicholas Weil (1)

(incorporated by reference to Exhibit 4.2 filed with the Company’s Registration Statement on Form S-1 (File No.333-221330)

initially filed on November 3, 2017)

Specimen Warrant Certificate (incorporated

by reference to Exhibit 4.3 filed with the Company’s Registration Statement on Form S-1 (File No.333-221330) initially

filed on November 3, 2017)

Warrant Agreement, dated December

1, 2017, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1

filed with the Company’s Current Report on Form 8-K on December 5, 2017)

Description of Registrant’s Securities

Investment Management Trust Agreement,

dated December 1, 2017, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference

to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K on December 5, 2017)

Amendment to Investment Management

Trust Agreement, dated December 5, 2019 (incorporated by reference to Exhibit 10.1(b) filed with the Company’s Annual

Report on Form 10-K on March 10, 2020).

Amendment No.

1 to Transaction Support Agreement, dated January 31, 2020 (6)

2 to Investment Management

Trust Agreement, dated March 26, 2020 (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report

on Form 8-K on March 31, 2020)

Amendment No.

3 to Investment Management

Trust Agreement, dated June 29, 2020 (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report

on Form 8-K on June 30, 2020)

Amendment No.

4 to Investment Management

Trust Agreement, dated November 30, 2020 (incorporated by reference to Exhibit 10.1 filed with the Company’s Current

Report on Form 8-K on November 30, 2020)

Registration Rights Agreement, dated

December 1, 2017, among the Company and certain security holders (incorporated by reference to Exhibit 10.2 filed with the

Company’s Current Report on Form 8-K on December 5, 2017)

Warrant Purchase Agreement, dated

December 1, 2017, between the Company and certain security holders (incorporated by reference to Exhibit 10.3 filed with the

Company’s Current Report on Form 8-K on December 5, 2017)

Administrative Services Agreement,

dated December 1, 2017, between the Company and Hydra Management, LLC (incorporated by reference to Exhibit 10.4 filed with

the Company’s Current Report on Form 8-K on December 5, 2017)

Expense Advancement Agreement, dated

December 1, 2017, between the Company, HG Vora Special Opportunities Master Fund, Ltd., Hydra Management, LLC and Matthews

Lane Capital Partners LLC (incorporated by reference to Exhibit 10.5 filed with the Company’s Current Report on Form

8-K on December 5, 2017)

Amendment to Expense Advancement

Agreement, dated June 29, 2020 (incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on

Form 8-K on June 30, 2020)

Amendment to Expense Advancement

Agreement, dated October 26, 2020 (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report

on Form 8-K on October 29, 2020)

Amendment No.

3 to Expense Advancement

Agreement, dated November 30, 2020 (incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report

on Form 8-K on November 30, 2020)

Amendment No.

4 to Expense Advancement

Agreement, dated February 23, 2021 (incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report

on Form 8-K on February 25, 2021)

Form of Amended and Restated Promissory

Note relating to Expense Advancement Agreement (5) (incorporated by reference to Exhibit 10.1 filed with the Company’s

Current Report on Form 8-K on February 25, 2021)

Letter Agreement, dated December

1, 2017, among the Company, its officers, directors and security holders (incorporated by reference to Exhibit 10.6 filed

with the Company’s Current Report on Form 8-K on December 5, 2017)

Amendment to Letter Agreement, dated

December 5, 2019 (incorporated by reference to Exhibit 10.6(b) filed with the Company’s Annual Report on Form 10-K on

March 10, 2020).

Contingent Forward Purchase Contract,

dated December 1, 2017, between the Company and HG Vora Special Opportunities Master Fund, Ltd (incorporated by reference

to Exhibit 10.7 filed with the Company’s Current Report on Form 8-K on December 5, 2017)

Form of Director and Officer Indemnity

Agreement (incorporated by reference to Exhibit 10.8 filed with the Company’s Registration Statement on Form S-1 (File

No.333-221330) initially filed on November 3, 2017)

Securities Subscription Agreement,

dated September 11, 2017, between the Registrant and HG Vora Special Opportunities Master Fund, Ltd (incorporated by reference

to Exhibit 10.4 filed with the Company’s Registration Statement on Form S-1 (File No.333-221330) initially filed on

November 3, 2017)

Securities Subscription Agreement,

dated September 11, 2017, between the Registrant and Hydra Management, LLC (incorporated by reference to Exhibit 10.5 filed

with the Company’s Registration Statement on Form S-1 (File No.333-221330) initially filed on November 3, 2017)

Securities Subscription Agreement,

dated September 11, 2017, between the Registrant and Matthews Lane Capital Partners LLC (incorporated by reference to Exhibit

10.6 filed with the Company’s Registration Statement on Form S-1 (File No.333-221330) initially filed on November 3,

Expense Advance Agreement, dated

December 5, 2019, between the Company and GTWY Holdings Limited (incorporated by reference to Exhibit 10.12 filed with the

Company’s Annual Report on Form 10-K on March 10, 2020).

Amendment to GTWY Holdings Limited

Promissory Note, dated January 31, 2021 (incorporated by reference to Exhibit 10.3 filed with the Company’s Current

Report on Form 8-K on February 2, 2021)

Fee Waiver Letter, dated November

23, 2020 (incorporated by reference to Exhibit 10.3 filed with the Company’s Current Report on Form 8-K on November

Fee Waiver Letter, dated January

31, 2021 (incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K on February

Warrant Surrender Agreement, among

MLCP GLL Funding LLC, Hydra LAC, LLC, and Leisure Acquisition Corp., dated January 31, 2021 (incorporated by reference to

Exhibit 10.1 filed with the Company’s Current Report on Form 8-K on February 2, 2021)

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

11 unchanged sentences

Filed herewith.

** Furnished.

Certain schedules

to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

LACQ agrees to furnish supplementally a copy

of all omitted schedules to the Securities and Exchange Commission upon its request.

(1) Previously filed as an exhibit

to our Current Report on Form 8-K filed on December 31, 2019 and incorporated by reference herein.

(2) Previously filed as an exhibit

to our Current Report on Form 8-K filed on December 5, 2017 and incorporated by reference herein.

(3) Previously filed as an exhibit

to our Current Report on Form 8-K filed on December 9, 2019 and incorporated by reference herein.

(4) Previously filed as an exhibit

to our Form S-1 (File No.333-221330) initially filed on November 3, 2017 and incorporated by reference herein.

(5) Previously filed as an exhibit

to our Current Report on Form 8-K filed on January 17, 2020 and incorporated by reference herein.

(6) Previously filed as an exhibit

to our Current Report on Form 8-K filed on January 31, 2020 and incorporated by reference herein.

Certain schedules to this Exhibit have been omitted

in accordance with Regulation S-K Item 601(b)(2).

LACQ agrees to furnish supplementally a copy of all omitted schedules to

the Securities and Exchange Commission upon its request.

Form 10-K Summary

4 unchanged sentences

LEISURE ACQUISITION CORP.

/s/ Daniel B.

/s/ Daniel B, Silvers

Chief Executive Officer

KNOW ALL PERSONS BY

THESE PRESENTS, that each person whose signature appears below constitutes and appoints A.

KNOW ALL PERSONS BY THESE PRESENTS,

that each person whose signature appears below constitutes and appoints A.

Lorne Weil and Daniel B.

each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for

him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K,

and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities

and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and

perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes

as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,

or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Silvers and each or any one

of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his

name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file

the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange

Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each

and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he

might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their

or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures