REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 6th, 2023 • Moolec Science SA • Blank checks • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, dated as of December 30, 2022, (this “Agreement”), is made and entered into by and among Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (the “Company”), LightJump One Founders, LLC, a Delaware limited liability company (“Sponsor”), each of the persons and entities listed on Exhibit A hereto (each, a “SPAC Holder” and collectively, the “SPAC Holders”), each of the persons and entities listed on Exhibit B hereto (each, an “Original Moolec Shareholder” and collectively, the “Original Moolec Shareholders”), each of the persons and entities listed on Exhibit C hereto (each, a “Moolec SAFE Holder” and collectively, the “Moolec
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • January 6th, 2023 • Moolec Science SA • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 30, 2022, by and among LightJump Acquisition Corporation, a Delaware corporation (the “Company”), Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (“Holdco”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined herein).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • January 6th, 2023 • Moolec Science SA • Blank checks
This Memorandum of Understanding (this “MOU”) is entered into as of December 30, 2022 by the undersigned in connection with that certain Backstop Agreement (the “Backstop Agreement”), dated as of June 14, 2022, by and among (i) LightJump One Founders, LLC, a Delaware limited liability company (“Sponsor”) (ii) Union Group Ventures Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“UGVL”), (iii) Theo I SCSp, a special limited partnership (société en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 30, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (registre de commerce et des sociétés) under number B 257706 (“Theo”, and together with UGVL, “Owners”), (iv) LightJump Acquisition Corporation (“SPAC”), a Delaware corporation, (v) Moolec Science Limited, a private limited company incorporated under the law
