Exhibit 10.5


 


FORM OF
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT1


 


THIS REGISTRATION RIGHTS
AND LOCK-UP AGREEMENT, dated as of [●], 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”), and each of the persons and
entities listed on Exhibit B hereto (each, a “Moolec Shareholder” and collectively, the
“Moolec Shareholders”) and each of the persons and entities listed on Exhibit C hereto (each, a
“Moolec SAFE Holder” and collectively, the “Moolec SAFE Holders) and Jose López
Lecube, Moolec’s Chief Financial Officer (“Moolec CFO” and collectively with the Moolec SAFE Holders
and the Moolec Shareholders, the “Moolec Holders” and the Moolec Holders collectively with Sponsor and
each SPAC Holder and any other person or entity who hereafter becomes a party to this Agreement, each a
“Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the
Company is party to that certain Business Combination Agreement, dated as of June 14, 2022 (the “BCA”), by
and among the Company, LightJump Acquisition Corporation, a Delaware corporation (“SPAC”), Moolec Science
Limited, a private limited company incorporated under the laws of England and Wales (“Moolec”) and Moolec
Acquisition, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, on or
about the date hereof, Merger Sub will merge with and into SPAC (with SPAC being the surviving entity and a direct wholly-owned
subsidiary of the Company) in exchange for SPAC’s shareholders receiving ordinary shares of the Company (the
“Ordinary Shares”);


 


WHEREAS, the Company
is a party to those certain Contribution and Exchange Agreements, dated as of June 14, 2022 by and among the Company, Moolec and each
of the Moolec Shareholders (the “Contribution and Exchange Agreements”), pursuant to which, on the terms and
subject to the conditions set forth therein, the Moolec Shareholders will contribute their shares of Moolec to the Company in exchange
for Ordinary Shares (the “Exchange”), with Moolec becoming a wholly-owned subsidiary of the Company following
the consummation of such exchanges;


 


WHEREAS, Moolec is
a party to those certain Simple Agreements for Future Equity, each dated as of December 28, 2021 (the “Moolec SAFE Agreements”)
by and between Moolec and each of the Company SAFE Holders, pursuant to which, immediately before the consummation of the Merger (as defined
below), on the terms and subject to the conditions set forth therein, each of the Moolec SAFE Holders will receive and become holders
of issued and outstanding Ordinary Shares;


 


WHEREAS, following
the consummation of the Exchange, Merger Sub will merger with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned
subsidiary of the Company (the “Merger”) and all outstanding common stock of the SPAC shall be exchanged with
the Company for the right to receive Ordinary Shares pursuant to a share capital increase of the Company, on the terms and subject to
the conditions set forth in the BCA; and


 


WHEREAS,
following the consummation of the Exchange, Moolec CFO will be allotted an aggregate of 243,774 Ordinary Shares;


 


WHEREAS, in connection
with the transactions contemplated by the BCA, the Contribution and Exchange Agreements and the Moolec SAFE Agreements, the Company and
the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with
respect to certain securities of the Company, as set forth in this Agreement.


 





 






		1	Subject to adjustment if Backstop is activated.



 



     


     


    

 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Article
I

DEFINITIONS


 


1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required
to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain
any Misstatement, (b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the
Company has a bona fide business purpose for not making such information public.


 


“Affiliate”
shall mean, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified; provided that no Holder shall be deemed an Affiliate of any
other Holder solely by reason of an investment in, or holding of Ordinary Shares (or securities convertible or exchangeable for share
of Ordinary Shares) of, the Company. As used in this definition, “control” (including with correlative meanings, “controlled
by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of voting securities or by contract or other agreement).


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Aggregate Blocking
Period” shall have the meaning given in Section 2.4.


 


“Board”
shall mean the Board of Directors of the Company.


 


“BCA”
shall have the meaning given in the Recitals hereto.


 


“Change in Control”
shall mean the transfer (whether by tender offer, merger, share purchase, consolidation or other similar transaction), in one transaction
or a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such
transfer, such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving
entity) or would otherwise have the power to control the board of directors of the Company or to direct the operations of the Company.


 


“Claims”
shall have the meaning given in subsection 4.1.1.


 


“Closing Date”
shall mean the date of this Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Company Shelf
Takedown Notice” shall have the meaning given in subsection 2.1.3.


 


“Contribution
and Exchange Agreements” shall have the meaning given in the Recitals hereto.


 


“Demand Registration”
shall have the meaning given in subsection 2.2.1.


 


“DR Demanding
Holders” shall mean the applicable Holders having the right to make, and actually making, a written demand for the Registration
of Registrable Securities pursuant to subsection 2.2.1.


 






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“DR Requesting
Holder” shall have the meaning given in subsection 2.2.1.


 


“Effectiveness
Deadline” shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form F-1 Shelf”
shall have the meaning given in subsection 2.1.1.


 


“Form F-3 Shelf”
shall have the meaning given in subsection 2.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.2.4.


 


“Minimum Amount”
shall have the meaning given in subsection 2.1.3.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated therein, or necessary
to make the statements therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under
which they were made) not misleading.


 


“Moolec”
shall have the meaning given in the Recitals hereto.


 


“Moolec
CFO” shall have the meaning given in the Preamble hereto.


 


“Moolec
Holder” shall have the meaning given in the Preamble hereto.


 


Moolec Holder Lock-Up
Ordinary Shares” shall have the meaning given in subsection 5.1.2


 


“Moolec Holder
Lock-Up Period” shall have the meaning given in subsection 5.1.2.


 


”Moolec
SAFE Holder“ shall have the meaning given in the Preamble hereto.


 


“Moolec Shareholder”
shall have the meaning given in the Preamble hereto.


 


“Ordinary
Shares” shall mean the ordinary shares of the Company.


 


“Permitted Transferees”
shall mean a person or entity to whom the Holders are permitted to Transfer such Registrable Securities prior to the expiration of the
(a) SPAC Holder Lock-Up Period, with respect to the SPAC Holder Lock-Up Ordinary Shares owned by the Sponsor and SPAC Holders or
(b) Moolec Holder Lock-Up Period, with respect to the Ordinary Shares owned by the Moolec Holders, pursuant to Section 5.2 of this
Agreement (with respect to the Moolec Holder Lock-Up Period) and Section 5.3 of this Agreement (with respect to the SPAC Holder
Lock-Up Period) and any other applicable agreement between the Holders and/or the Company, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.3.1.


 


“Prior Agreement”
shall have the meaning given in the Recitals hereto.


 


“Pro Rata”
shall have the meaning given in subsection 2.2.4.


 


”Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 






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“Registrable Security”
shall mean (a) any Ordinary Shares issued to a Holder pursuant to the terms of the BCA (including the Ordinary Shares issued or issuable
upon the exercise of any other equity security issued to a Holder pursuant to the terms of the BCA), (b) any Warrant held by any SPAC
Holder or its affiliates, including any warrants to purchase Ordinary Shares of the Company outstanding immediately after the Closing
as a result of the BCA and the transactions contemplated thereunder (after giving effect to the SPAC Warrant Amendment and Assignment
(as defined in the BCA) and all securities underlying such Warrants and (c) any other equity security of the Company issued or issuable
with respect to any such Ordinary Share referred to in the foregoing clause (a) or such Warrants or securities referred to in the foregoing
clause (b) by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing (or book entry
positions not subject to) a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding;
(iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule
promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (v) such securities have been
sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


		(a)	all registration and filing fees (including fees with respect to filings required to be made with the
Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;



 


		(b)	fees and expenses of compliance with securities or blue-sky laws (including reasonable fees and disbursements
of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);



 


		(c)	printing, messenger, telephone, delivery and road show or other marketing expenses;



 


		(d)	reasonable fees and disbursements of counsel for the Company;



 


		(e)	reasonable fees and disbursements of all independent registered public accountants of the Company incurred
specifically in connection with such Registration; and



 


		(f)	reasonable fees and expenses of one (1) legal counsel selected by (i) the majority-in-interest of
the DR Demanding Holders initiating a Demand Registration, (ii) the majority-in-interest of the SUO Demanding Holders initiating
a Shelf Underwritten Offering, or (iii) the majority-in-interest of participating Holders under Section 2.3 if
the Registration was initiated by the Company for its own account or that of a Company shareholder other than pursuant to rights under
this Agreement, in each case to be registered for offer and sale in the applicable Registration.



 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Takedown
Notice” shall have the meaning given in subsection 2.1.3.


 






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“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.3.


 


“SPAC”
shall have the meaning given in the Recitals hereto.


 


“SPAC Holder”
shall have the meaning given in the Preamble hereto.


 


“SPAC Holder Lock-Up
Period” shall have the meaning given in subsection 5.1.1.


 


“SPAC Holder Lock-Up
Ordinary Shares” shall mean, with respect to the Sponsor and SPAC Holders, the number of Ordinary Shares set forth opposite
such Holder’s name in Exhibit D attached hereto.


 


“Sponsor“
shall have the meaning given in the Preamble hereto.


 


“SUO Demanding
Holders” shall mean the applicable Holders having the right to make, and actually making, a written demand for a Shelf
Underwritten Offering of Registrable Securities pursuant to subsection 2.1.3.


 


“SUO Requesting
Holder” shall have the meaning given in subsection 2.1.3.


 


“Transfer”
shall mean to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily
or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest)
in, or the ownership, control or possession of, any interest owned by a person.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Warrants”
shall mean the private and public warrants of the Company.


 


Article
II

REGISTRATIONS


 


2.1 Shelf
Registration.


 


2.1.1 The
Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement
under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted
by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and
conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration Statement
to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following
the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended
to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission.
The Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration
statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement
as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall
contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities
Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such
Registration Statement. A Registration Statement filed pursuant to this subsection 2.1.1 shall provide for the resale
pursuant to any method or combination of methods legally available to, and requested by, the Holders. The Company shall use its reasonable
best efforts to cause a Registration Statement filed pursuant to this subsection 2.1.1 to remain effective, and to be
supplemented and amended to the extent necessary to ensure that such Registration Statement is available (including to use its reasonable
best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is
available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be
Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to this subsection
2.1.1, but in any event within five (5) business days of such date, the Company shall notify the Holders of the effectiveness
of such Registration Statement. When effective, a Registration Statement filed pursuant to this subsection 2.1.1 (including
the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the
Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus contained in such Registration
Statement, in the light of the circumstances under which such statement is made).


 






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2.1.2 The
Company shall use its reasonable best efforts to convert the Form F-1 Shelf filed pursuant to subsection 2.1.1 to a shelf registration
statement on Form F-3 (a “Form F-3 Shelf”) as promptly as practicable after the Company is eligible to use a
Form F-3 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf
to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available
or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders
until all such Registrable Securities have ceased to be Registrable Securities.


 


2.1.3 At
any time and from time to time following the effectiveness of the shelf registration statement required by subsection 2.1.1
or subsection 2.1.2, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering
that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”) provided
that such Holder(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $10,000,000 from
such Shelf Underwritten Offering (such amount of Registrable Securities, as applicable, the “Minimum Amount”).
All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown
Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold
in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten
Offering. Within five (5) business days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such
requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”)
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in a Registration pursuant to a Shelf Underwritten Offering (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Shelf Underwritten Offering, a “SUO Requesting Holder”) shall so notify the Company of its
intent to participate in such Shelf Underwritten Offering, in writing, within five (5) business days after the receipt by such Holder
of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a SUO Requesting Holder(s) to
the Company, subject to the provisions of subsection 2.2.4, the Company shall include in such Shelf Underwritten Offering
all Registrable Securities of such SUO Requesting Holder(s). The Company shall enter into an underwriting agreement in customary form
for such Shelf Underwritten Offering by the Company with the managing Underwriter or Underwriters selected by the Holders after consultation
with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order
to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated
by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement
into which each Holder and the Company shall enter shall contain representations, covenants, indemnities and other rights and obligations
in customary form for such Shelf Underwritten Offering by the Company. Any Shelf Underwritten Offering effected pursuant to this
subsection 2.1.3 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected
under Section 2.2 hereof.


 






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2.2 Demand
Registration.


 


2.2.1 Request
for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and  3.4 hereof
and provided that the Company does not have or ceases to have an effective Registration Statement pursuant to subsection 2.1.1
covering Registrable Securities, (a) the Sponsor and SPAC Holders that hold at least a majority in interest of the then-outstanding number
of Registrable Securities held by the Sponsor and SPAC Holders and (b) the Moolec Holders that hold at least a majority in interest of
the then-outstanding number of Registrable Securities held by the Moolec Holders may make a written demand for Registration of all or
part of their Registrable Securities on (i) Form F-1, or such other form of registration statement as is then available to effect
a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form F-3, which
in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act,
which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of
distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the
Company’s receipt of a Demand Registration, notify, in writing all other Holders of Registrable Securities of such demand, and each
Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a
Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities
in such Registration, a “DR Requesting Holder”) shall so notify the Company, in writing, within five (5) business
days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a DR Requesting Holder
also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises
such Demand Registration rights, the exercise by such DR Requesting Holder of its rights pursuant to the foregoing sentence shall not
count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from
a DR Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such DR Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon
thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand
Registration. The Company shall not be obligated to effect more than (a) an aggregate of three (3) Registrations pursuant to a Demand
Registration or a Shelf Underwritten Offering initiated by the Sponsor and/or the SPAC Holders, and (b) an aggregate of three (3) Registrations
pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Moolec Holders, in each case under subsection 2.1.3
or this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however,
that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become
effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of
a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding
Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting
Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement.


 


2.2.2 Effective
Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (b) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the DR Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days after the removal, rescission or other termination of such
stop order or injunction, of such election; provided, further, that the Company shall not be obligated or required
to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration by the same DR Demand Holder becomes effective or is subsequently terminated.


 


2.2.3 Underwritten
Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.4 and  3.4 hereof,
if a majority-in-interest of the DR Demanding Holders so advise the Company as part of their Demand Registration that the offering
of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of
such DR Demanding Holder or DR Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned
upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in
such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through
an Underwritten Offering under this subsection 2.2.3, subject to Section 3.3 and Article IV,
shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the DR Demanding Holders initiating the Demand Registration.


 






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2.2.4 Reduction
of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf Underwritten Offering,
and if the managing Underwriter or Underwriters, in good faith, advises the Company and, in the case of a Demand Registration, the DR
Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and
the SUO Requesting Holders (if any)), in writing that, in its opinion, the dollar amount or number of Registrable Securities that the
DR Demanding Holders and the DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders
and the SUO Requesting Holders (if any)) desire to sell, taken together with all other Ordinary Shares or other equity securities that
the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant
to separate written contractual piggy-back registration rights held by any other stockholders of the Company who desire to sell, exceeds
the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar
amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the DR Demanding Holders and the
DR Requesting Holders (if any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders
(if any)) (pro rata based on the respective number of Registrable Securities that each DR Demanding Holder and DR Requesting Holder (if
any) (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders (if any)) has requested
be included in such Underwritten Registration and the aggregate number of Registrable Securities that the DR Demanding Holders and DR
Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) have requested
be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can
be sold without exceeding the Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (a), the Ordinary Shares or other equity securities that the Company desires to sell for its own
account, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares or other equity securities of other
persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.2.5 Demand
Registration Withdrawal. A DR Demanding Holder or a DR Requesting Holder in the case of a Demand Registration (or a SUO Demanding
Holder or a SUO Requesting Holder in the case of a Shelf Underwritten Offering) shall have the right to withdraw all or a portion of its
Registrable Securities included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering
pursuant to subsection 2.1.3 for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of its intention to so withdraw at any time prior to (a) in the case of a Demand Registration not involving
an Underwritten Offering or a Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (b) in the
case of any Demand Registration involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten
Offering or Shelf Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of
the DR Demanding Holders initiating a Demand Registration (or in the case of a Shelf Underwritten Offering, withdrawal of an amount of
Registrable Securities included by the Holders in such Shelf Underwritten Offering, in their capacity as SUO Demanding Holders, being
less than the Minimum Amount), the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or
complete the Underwritten Offering, as applicable. The Company shall be responsible for the Registration Expenses incurred in connection
with a Registration pursuant to a Demand Registration or a Shelf Underwritten Offering prior to and including its withdrawal under this subsection
2.2.5; provided, that upon withdrawal by a majority-in-interest of the DR Demanding Holders initiating a Demand
Registration (or in the case of a Shelf Underwritten Offering, withdrawal of an amount of Registrable Securities included by the Holders
in such Shelf Underwritten Offering, in their capacity as SUO Demanding Holders, being less than the Minimum Amount), such Registration
shall be counted towards the limit on Registrations set forth in subsection 2.2.1.


 


2.3 Piggyback
Registration.


 


2.3.1 Piggyback
Rights. If, at any time on or after the date the Company consummates the transactions contemplated by the BCA, the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the
Company, other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for
an exchange offer or offering of securities solely to the Company’s existing shareholders, (c) for an offering of debt that
is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) filed pursuant to subsection
2.1.1, (f) filed pursuant to Section 2.2, or (g) filed in connection with any business combination or acquisition
involving the Company, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement, which notice
shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including
whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing
Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’ rights under this Section 2.3 and
(C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities
as such Holders may request in writing within ten (10) days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response
noticed described in the foregoing sentence to be included in such Piggyback Registration and shall use its reasonable best efforts to
cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions
as any similar securities of the Company or Company shareholder(s) for whose account the Registration Statement is to be filed included
in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
this subsection 2.3.1, subject to Section 3.3 and Article IV, shall enter into an underwriting
agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or Company shareholder(s) for
whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company
of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific
offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends
or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities (and such
amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).


 






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2.3.2 Reduction
of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and the managing Underwriter or Underwriters,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that,
in its opinion, the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (a) the
Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which registration has
been requested pursuant Section 2.3 hereof, and (c) the Ordinary Shares, if any, as to which Registration has
been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the
Maximum Number of Securities, then:


 


2.3.2.1 if
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (a) first, the
Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the
Maximum Number of Securities; (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (a), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection
2.3.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (c) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares, if any,
as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the
Company, which can be sold without exceeding the Maximum Number of Securities; and


 


2.3.2.2 if
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (a) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or
entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (b) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (a), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; (c) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (a) and (b), the Ordinary Shares or other equity securities that the Company desires
to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (d) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (a), (b) and (c), the Ordinary Shares or other
equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written
contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.3.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion of its Registrable
Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to (a) in
the case of a Piggyback Registration not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness of the applicable
Registration Statement or (b), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf Underwritten
Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering. The Company (whether on its own good faith
determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw
a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness
of such Registration Statement. The Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to and including its withdrawal under this subsection 2.3.3.


 






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2.3.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof or a
Shelf Underwritten Offering effected under subsection 2.1.3.


 


2.4 Restrictions
on Registration Rights. If (a) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (b) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any twelve (12)-month period (the “Aggregate
Blocking Period”). Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected
or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until
after the expiration of the (a) SPAC Holder Lock-Up Period, with respect to the SPAC Holder Lock-Up Ordinary Shares owned by the Sponsor
and SPAC Holders or (b) Moolec Holder Lock-Up Period, with respect to the Ordinary Shares owned by the Moolec Holders.


 


Article
III

COMPANY PROCEDURES


 


3.1 General
Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable
best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 






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3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4 prior
to any public offering of Registrable Securities, but in any case no later than the effective date of the applicable Registration Statement,
use its reasonable best efforts to (a) register or qualify the Registrable Securities covered by the Registration Statement under
such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included
in such Registration Statement (in light of their intended plan of distribution) may request and to keep such registration or qualification
in effect for so long as such Registration Statement remains in effect and (b) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company or otherwise and do any and all other acts and things that may be necessary or
advisable, in each case, to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition
of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which
it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed no later than the effective date of such Registration Statement;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of any request by the
Commission that the Company amend or supplement such Registration Statement or Prospectus or the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or Prospectus the initiation or threatening of any proceeding for such purpose
and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent the issuance
of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;


 


3.1.8 advise
each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the
time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration
statement has been filed;


 


3.1.9 at
least five (5) business days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, and not to
file any such Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable Securities
shall have reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto, does
not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder;


 






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3.1.10 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event or the existence of any condition as a result of which the Prospectus included in such Registration Statement,
as then in effect, includes a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus
to comply with law, and then to correct such Misstatement or include such information as is necessary to comply with law, in each case
as set forth in Section 3.4 hereof, at the request of any such Holder promptly prepare and furnish to such Holder
a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such securities, such Prospectus shall not include a Misstatement or such Prospectus, as supplemented or amended,
shall comply with law;


 


3.1.11 permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate
in the preparation of any Registration Statement, each such Prospectus included therein or filed with the Commission, and each amendment
or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business,
finances and accounts of the Company and its subsidiaries with its officers, directors and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such Holders’ and such Underwriters’ respective
counsel, to conduct a reasonable investigation within the meaning of the Securities Act, and will cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant
in connection with the Registration; provided, however, that if requested by the Company, such representatives
or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release
or disclosure of any such information;


 


3.1.12 obtain
a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered for sale
pursuant to such Registration) from the Company’s independent registered public accountants in the event of an Underwritten Offering,
in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders and any Underwriter;


 


3.1.13 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter,
dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders
and any Underwriter;


 


3.1.14 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.15 otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and to make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with
the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder, including Rule 158 thereunder (or
any successor rule promulgated thereafter by the Commission);


 


3.1.16 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000 its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 






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3.1.17 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, including causing
the officers and directors of the Company to enter into customary “lock-up agreements,” in connection with such
Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees
and expenses of any legal counsel representing the Holders.


 


3.3 Participation
in Underwritten Offerings.


 


3.3.1 No
person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company
hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any underwriting arrangements
approved by the Company and (b) completes and executes all customary questionnaires, power of attorney, indemnities, lock-up agreements,
underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


3.3.2 The
Company will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations
or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such
Holder and such Holder’s intended method of distribution and any other representation required by law, and if, despite the Company’s
commercially reasonable efforts, an Underwriter requires any Holder to make additional representation or warranties to or agreements with
such Underwriter, such Holder may elect not to participate in such Underwritten Offering (but shall not have any claims against the Company
as a result of such election). Any liability of such Holder to any Underwriter or other person under such underwriting agreement shall
be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.


 


3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, or in the opinion of counsel for the Company it is necessary to supplement or amend such Prospectus to comply with law,
each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or
amended Prospectus correcting the Misstatement or including the information counsel for the Company believes to be necessary to comply
with law (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable, will not
include a Misstatement and complies with law), or until it is advised in writing by the Company that the use of the Prospectus may be
resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time
would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements
that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice
of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest
period of time, but in no event more than thirty (30) days, determined in good faith by the Board to be necessary for such purpose; provided,
that each day of any such suspension pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking
Period available to the Company during any twelve (12)-month period pursuant to Section 2.4 hereof. In the event
the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice
referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.
The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5 Covenants
of the Company. As long as any Holder shall own Registrable Securities, the Company hereby covenants and agrees at all times while
it shall be a reporting company under the Exchange Act, to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any
legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 






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Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners,
shareholders or members, employees, agents, investment advisors and each person who controls such Holder (within the meaning of the Securities
Act and Exchange Act) from and against all losses, claims, damages, liabilities and expenses (including attorneys’ fees), joint
or several (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Claims”),
to which any such Holder or other persons may become subject, insofar as such Claims arise out of or are based on any untrue or alleged
untrue statement of any material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, free-writing prospectus
or similar document or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such Holder or other person
for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; except insofar
as the Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission
made in such filing in reliance upon and in conformity with information furnished in writing to the Company by such Holder expressly for
use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters
(within the meaning of the Securities Act and Exchange Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 


4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company may require that,
as a condition to including any Registrable Securities in any Registration Statement, the Company shall have received an undertaking reasonably
satisfactory to it from such Holder, to indemnify the Company, its directors and officers and agents and each person who controls the
Company (within the meaning of the Securities Act and Exchange Act) from and against any Claims, to which any the Company or such other
persons may become subject, insofar as such Claims arise out of or are based on any untrue statement of any material fact contained in
the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information furnished in writing by such Holder expressly for use therein; provided, however,
that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability
of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act and Exchange Act) to
the same extent as provided in the foregoing with respect to indemnification of the Company and the Company shall use its commercially
reasonable efforts to ensure that no Underwriter shall require any Holder of Registrable Securities to provide any indemnification other
than that provided hereinabove in this subsection 4.1.2, and, if, despite the Company’s commercially reasonable efforts,
an Underwriter requires any Holder of Registrable Securities to provide additional indemnification, such Holder may elect not to participate
in such Underwritten Offering (but shall not have any claim against the Company as a result of such election).


 


4.1.3 Any
person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any Claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (b) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such Claim, permit
such indemnifying party to assume the defense of such Claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
and which settlement includes a statement or admission of fault or culpability on the part of such indemnified party or does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.


 






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4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director, partners, shareholders or members, employees, agents, investment advisors or
controlling person of such indemnified party and shall survive the Transfer of Registrable Securities.


 


4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any Claims, then the indemnifying party, in lieu of indemnifying the indemnified party,
shall contribute to the amount paid or payable by the indemnified party as a result of such Claims (a) in such proportion as is appropriate
to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on
the other hand from the offering of the Registrable Securities or (b) if the allocation provided by clause (a) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above
but also to reflect the relative fault of the indemnifying party or parties on the other hand in connection with the statements or omissions
that resulted in such Claims, as well as any other relevant equitable considerations; provided, however, that
the liability of any Holder or any director, officer, employee, agent, investment advisor or controlling person thereof under this subsection
4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other
fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


4.1.6 The
indemnification required by this Section 4.1 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 


4.1.7 The
indemnities provided in this Section 4.1 herein shall survive the Transfer of any Registrable Securities by such Holder.


 


Article
V

LOCK-UP


 


5.1 Transfer
Restrictions.


 


5.1.1 Except
as permitted by Section 5.3, the Sponsor and the SPAC Holders shall not Transfer such Ordinary Shares beneficially owned or owned
of record by such Sponsor or SPAC Holder (”SPAC Holder Lock-Up Ordinary Shares”) shall not Transfer any Ordinary
Shares beneficially owned or owned of record by such Sponsor or SPAC Holder until the earliest of: (i) the date that is 365 days from
the date hereof, which, for the avoidance of doubt, shall not be a date prior to the consummation of the business combination between
SPAC and Merger Sub under the terms of the BCA, and (ii) such date on which the Company completes a liquidation, merger, share exchange
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property, provided that if the share price of Ordinary Shares exceeds $12.00 per Ordinary Share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day
trading period, the Sponsor and the SPAC Holders may Transfer up to 50% of the SPAC Holder Lock-Up Ordinary Shares; and except as permitted
by Section 5.3, the Sponsor and the SPAC Holders shall not Transfer such Warrants beneficially owned or owned of record by such
Sponsor or SPAC Holder until the date that is 30 days from the date hereof, which for the avoidance of doubt, shall not be a date prior
to the consummation of the business combination between SPAC and Merger Sub under the terms of the BCA (the “SPAC Holder Lock-Up
Period”).


 






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5.1.2 Except
as permitted by Section 5.2, the Moolec Holders shall not Transfer any Ordinary Shares beneficially owned or owned of record by
such Moolec Holder (the “Moolec Holder Lock-Up Ordinary Shares”) until the earliest of: (i) the date that is
365 days from the date hereof, which, for the avoidance of doubt, shall not be a date prior to the consummation of the business combination
between SPAC and Merger Sub under the terms of the BCA, and (ii) such date on which the Company completes a liquidation, merger, share
exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Ordinary
Shares for cash, securities or other property, provided that if the share price of Ordinary Shares exceeds $12.00 per Ordinary
Share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-day trading period, the Moolec Holders may Transfer up to 50% of the Moolec Holder Lock-Up Ordinary Shares (the “Moolec
Holder Lock-Up Period”).


 


5.2 Moolec
Holder Lock-Up Period Exceptions. The provisions of subsections 5.1.2 shall not apply to:


 


5.2.1 transactions
relating to Ordinary Shares acquired by the Holders in open market transactions;


 


5.2.2 Transfers
of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares as a bona fide gift or gifts, or
to a charitable organization;


 


5.2.3 if
the Holder is an individual, Transfers of Ordinary Shares to a trust, or other entity formed for estate planning purposes for the primary
benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Holder or any other person with whom such Holder
has a relationship by blood, marriage or adoption not more remote than first cousin;


 


5.2.4 if
the Holder is an individual, Transfers by will or intestate succession upon the death of such Holder;


 


5.2.5 the
Transfer of Ordinary Shares by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;


 


5.2.6 if
the Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity,
(i) Transfers to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that
controls, is controlled by or is under common control or management with the Holder, and (ii) distributions of Ordinary Shares to its
partners, limited liability company members, equity holders or shareholders of the Holder;


 


5.2.7 Transfers
(i) to the Company or the Company’s officers, directors or their affiliates and (ii) to the officers, directors or affiliates of
the undersigned;


 


5.2.8 bona
fide pledges of Ordinary Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any
Holder, provided that the aggregate number of Ordinary Shares that can be pledged by any Holder cannot exceed 25% of the total Ordinary
Shares beneficially owned by such Holder; provided, further, that any Holder who is subject to any pre-clearance and trading policies
of the Company must also comply with any additional restrictions on the pledging of Ordinary Shares imposed on such Holder by the Company’s
policies;


 






    16


     


    

 


5.2.9 pursuant
to a bona fide third-party tender offer, merger, share sale, recapitalization, consolidation or other transaction involving a Change in
Control of the Company, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction
is not completed, the Ordinary Shares subject to this Agreement shall remain subject to this Agreement; or


 


5.2.10 the
establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for
the transfer of Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares during the SPAC
Holder Lock-Up Period and the Moolec Holder Lock-Up Period, as applicable.


 


provided, that in the case of any Transfer
or distribution pursuant to subsections 5.2.2 through 5.2.7 each donee, distributee or other transferee shall agree in writing,
in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement.


 


5.3 SPAC
Holder Lock-Up Period Exceptions. The provisions of subsection 5.1.1 shall not apply to:


 


5.3.1 Transfers
to the Sponsor, the SPAC Holders and SPAC’s officers, directors, employees, consultants or their affiliates;


 


5.3.2 Transfers
to the stockholders, partners or members of any of the Sponsor or the SPAC Holders upon such Sponsor’s or SPAC Holder’s liquidation;


 


5.3.3 Transfers
by bona fide gift to a member of any Sponsor’s or SPAC Holder’s immediate family or to a trust, the beneficiary of which is
the relevant Sponsor or SPAC Holder, or a member of the Sponsor’s or the SPAC Holder’s immediate family for estate planning
purposes;


 


5.3.4 Transfers
by virtue of the laws of descent and distribution upon death of a SPAC Holder; or


 


5.3.5 Transfers
pursuant to a qualified domestic relations order binding on the Sponsor or the SPAC Holders.


 


provided, that in the
case of any Transfer or distribution pursuant to subsections 5.3.1 through 5.3.5, each donee, distributee or other transferee shall
agree in writing, in form and substance reasonably satisfactory to the Company, to be bound by the provisions of this Agreement.


 


Article
VI

MISCELLANEOUS


 


6.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (a) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or
by courier service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in
the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it
is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: [●], Attention:
[●], Email: [●] and, if to any Holder, at such Holder’s address or electronic mail address as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.


 


6.2 Assignment; No Third
Party Beneficiaries.


 


6.2.1 This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


6.2.2 Prior
to the expiration of the (a) SPAC Holder Lock-Up Period, with respect to the SPAC Holder Lock-Up Ordinary Shares owned by the Sponsor
and SPAC Holders or (b) Moolec Holder Lock-Up Period, with respect to the Ordinary Shares owned by the Moolec Holders, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except as permitted in Section
5.2 or Section 5.3, as applicable, of this Agreement. For the avoidance of doubt, the duties and obligations of each Moolec
Holder hereunder (including those rights that are personal to such Moolec Holder) may be assigned or transferred in whole or in part to
one or more affiliates or any direct or indirect partners, member or equity holders of such Holder (it being understood that no such transfer
shall reduce any rights of such Moolec Holder or such transferee) including when transferred in accordance with the terms of subsection
5.2.6.


 






    17


     


    

 


6.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the applicable Holders, which shall include Permitted Transferees.


 


6.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 6.2 hereof.


 


6.2.5 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (a) written notice of such assignment as provided in Section 6.1 hereof
and (b) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any Transfer or assignment made
other than as provided in this Section 6.2 shall be null and void.


 


6.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


6.4 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE
THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN
AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION
TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF DELAWARE.


 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE,
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


6.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of Ordinary
Shares, in a manner that is adverse and different from the other Holders (in such capacity) shall require the consent of the Holder so
affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder
or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder
or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude
the exercise of any other rights or remedies hereunder or thereunder by such party.


 


6.6 Other
Registration Rights. Other than pursuant to the terms of the Subscription Agreements, the Company represents and warrants that no
person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company
for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own
account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other
registration rights agreement or agreement with similar terms and conditions among the parties thereto and in the event of a conflict
between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


6.7 Term.
This Agreement shall terminate upon the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement
(but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or
any successor rule promulgated thereafter by the Commission)). The provisions of Article IV shall survive any termination.


 


[Signature Pages Follow]


 




    18


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	Moolec Science SA
	 	 
	 	By:	
	 	Name: 	Gastón Paladini
	 	Title:	Class A Director



 


[Signature Page to Registration Rights and Lock-Up
Agreement]


 



     


     


    




 


	 	SPONSOR:
	 	 
	 	LightJump One Founders
	 	 
	 	By:	
	 	Name: 	Robert M. Bennett
	 	Title:	Chief Executive Officer





 


[Signature Page to Registration Rights and Lock-Up
Agreement]


 






     


     


    

 


	 	SPAC HOLDERS:
	 	
	 	By:	
	 	Name: 	Robert M. Bennett








 


[Signature Page to Registration Rights and Lock-Up Agreement]


 



     


     


    

 


	 	MOOLEC SHAREHOLDERS:
	 	 
	 	BG Farming Technologies Ltd. 
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 





 


	 	Union Group Ventures Ltd.
	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 





 


	 	Bioceres Crop Solutions Corp.
	 	 
	 	By:	              

	 	Name:	 
	 	Title:	 


 


[Signature Page to Registration Rights and Lock-Up Agreement]


 




     


     


    

 


	 	MOOLEC SAFE HOLDERS:
	 	 	 
	 	THEO I SCSp
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Serenity Traders LTD.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Registration Rights and Lock-Up Agreement]


 




     


     


    

 





	 	MOOLEC CFO
	 	 
	 	By:	             
	 	Name: 	


 


[Signature Page to Registration Rights and Lock-Up
Agreement]


 




     


     


    

 


EXHIBIT A


 


List of SPAC Holders


 


	Name
	Robert M. Bennett





 






     


     


    

 


EXHIBIT B


 


List of Moolec Shareholders


 


	Name
	BG Farming Technologies Ltd.
	Union Group Ventures Ltd.
	Bioceres Crop Solutions Corp.


 




     


     


    

 


EXHIBIT C


 


List of Moolec SAFE Holders


 


	Name
	THEO I SCSp
	Serenity Traders LTD.


 




     


     


    

 


EXHIBIT D


 


SPAC Holder Lock-Up Ordinary Shares


 


	Name of Holder	 	 	Number of SPAC Holder Lock-Up Ordinary Shares	 
	LightJump Acquisition Corporation	 	 	[●	]
	LightJump One Founders	 	 	[●	]
	Robert M. Bennett	 	 	[●	]
	Total	 	 	[●	]