Exhibit 10.2


 


Execution Version


 


BACKSTOP AGREEMENT


 


This BACKSTOP AGREEMENT
(this “Agreement”) is made as of this June 14, 2022 by and between (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
laws of England and Wales (“Target”), (vi) 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 (vii) UG Holdings, LLC, a limited liability company incorporated under the laws of the state of
Delaware (“UG Holdings”). Each of Sponsor, UGVL, Theo, SPAC, Target, Holdco and UG Holdings is herein referenced
as a “Party” and collectively, the “Parties.”


 


WHEREAS, Sponsor is a controlling
stockholder of SPAC, which was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or
other similar business combination, an operating business;


 


WHEREAS, Owners own equity
in Target;


 


WHEREAS, this Agreement is
being entered into concurrently and in connection with that certain business combination agreement (as it may be amended from time to
time, the “Acquisition Agreement”), dated as of the date hereof, pursuant to which the Owners and other shareholders
of Target shall exchange their equity in Target with equity of Holdco and, thereafter, SPAC will merge with and into a wholly-owned subsidiary
of Holdco, with SPAC stockholders receiving shares of Holdco (and an indirect ownership interest in Target) in exchange for their securities
in SPAC as a result of such merger (collectively the foregoing, the “Business Combination”). Capitalized terms not
otherwise defined herein shall have the same meaning ascribed to such terms in the Acquisition Agreement;


 


WHEREAS, (i) Owners are the
beneficial owners of a majority of the outstanding securities of Target and, as such, desire to complete the Business Combination and
(ii) Sponsor is a controlling stockholder of SPAC and, as such, desires to complete the Business Combination;


 


WHEREAS, to facilitate the
closing of the Business Combination (the “Closing”) under the Acquisition Agreement, if (i) the Net Available Assets
(as defined in the Acquisition Agreement) determined as of the Redemption Closing Time (as defined in the Acquisition Agreement) minus
(ii) the aggregate amount of the EarlyBird Fees (as defined in the Acquisition Agreement) is less than $10,000,000 (the “Minimum
Cash Amount”), each of Sponsor, UGVL and Theo has agreed to, on a several (and not joint) basis in accordance with the percentage
set forth across each such person’s name on Exhibit A (the “Applicable Percentage”), backstop an aggregate
amount up to the Minimum Cash Amount in accordance with the terms and conditions set forth herein;


 






     


     


    

 


NOW, THEREFORE, in consideration
of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:


 


Article
I. The Backstop Agreements


 


Section 1.01 Backstop
Amount


 


		(a)	On the date that is two (2) Business Days prior to the date of the Redemption Closing Time, Sponsor and
SPAC shall send a notice to each Owner (the “Notice”) specifying: (i) SPAC’s good faith estimate of the amount
of the Net Available Assets; (ii) based on such estimates, the amount (if any) by which such Net Available Assets is less than the Minimum
Cash Amount (such difference as specified in the Notice, the “Backstop Amount”), provided that the Backstop Amount
shall not be greater than the Minimum Cash Amount; and (iii) whether Sponsor will exercise the Election (as defined below), and if Sponsor
opts to exercise such Election, the amount of Sponsor’s Contribution Commitment (as defined below) that Sponsor shall elect to have
Owners fund (such amount, the “Election Amount”).



 


		(b)	Subject to the terms and conditions set forth herein, if the Backstop Amount as specified in the Notice
is a positive amount, then, immediately prior to the Closing, each of Sponsor, UGVL and Theo hereby agrees to contribute to SPAC such
Party’s Applicable Percentage of the Backstop Amount (with respect to such Party, such Party’s “Contribution Commitment”).



 


		(c)	Each of Sponsor and Owners may make their Contribution Commitment (and any Owner Percentage contributed
as a result of Sponsor’s exercise of the Election) (the person making such Contribution Commitment, including any Owner Percentage
of the Election amount, the (“Contributor”) in any combination of the following:



 


		(i)	in cash in immediately available funds contributed to Holdco immediately
prior to Closing, provided that such funding shall be subject to Section 1.01(d); 



 


		(ii)	by
                                            arranging for and obtaining written commitments with SPAC Stockholder seeking to exercise
                                            their Redemption Rights (collectively, the “Redeeming Stockholders”)
                                            to reverse such exercise (“Redemption Reversals”)
                                            such that Owners or Sponsor, as applicable, shall pay to such Redeeming Stockholders an amount
                                            in cash equal to the value of such Redeeming Stockholders’ SPAC Common Stock (with
                                            such SPAC Common Stock being valued at $10.00 per share) in exchange for the transfer of
                                            such Redeeming Stockholders’ right, title and interest in such SPAC Common Stock to
                                            the Owners; provided that, such Redemption Reversal commitments shall be effective (and the
                                            Contributor may elect to its Contribution Commitment pursuant to this Section 1.01(c)(ii)
                                            only) if the applicable Redeeming Stockholder agrees in writing to deliver to each Contributor,
                                            as soon as practicable after the Closing Date, evidence that the SPAC Common Stock to be
                                            transferred to such Owner were transferred in book-entry form to the name of such Contributor
                                            (or its designee in accordance with delivery instructions), free and clear of any Liens (other
                                            than those arising under applicable securities laws), in the name of such Contributor (or
                                            its designee in accordance with its delivery instructions), as of immediately prior to the
                                            Closing; and 



 


		(iii)	by arranging for and obtaining written commitments
from Redeeming Stockholders to exercise Redemption Reversals (subject to the limitations in the manner contemplated by Section 1.01(c)(ii))
in exchange for such Contributor’s guarantee of payment or other agreed form of consideration to be agreed by such Contributor and
such Redeeming Stockholders.



 






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		(d)	At the Closing, with respect to any Contributor’s contribution that is made in cash pursuant to
Section 1.01(c)(i), Holdco will issue a number of Holdco ordinary shares with value equal to such Contributor’s Contribution Commitment,
with each Holdco ordinary share being valued at $10.00 per share. To the extent any Contributor is entitled to receive Holdco ordinary
shares pursuant to this Section 1.01(d), each party hereto will take all necessary and required steps and execute any reasonable requested
documentation required to effect the issuance. As soon as possible after the Closing Date, Holdco shall deliver to each Contributor evidence
of the issuance of such Holdco ordinary shares issued pursuant to the foregoing. For illustrative purposes and as an example, if (i) the
Contributors are required to contribute $10,000,000, (ii) Sponsor makes the Election with respect to the full amount its Contribution
Commitment and (iii) each Owner desires to make its contributions, which means the Contribution Commitment plus its Owner Percentage of
the Election Amount, in cash only, then each Owner shall receive Holdco ordinary shares with respect to $2,500,000 of cash contributions
plus the Owner Percentage of the Election Amount of cash contributions and each Owner shall receive SPAC Common Stock from the SPAC Sponsor
with respect to the Election Amount contributed in accordance with Section 1.02.



 


Section 1.02 Election


 


		(a)	Notwithstanding anything to the contrary in Section 1.01, but subject to this Section 1.02, Sponsor shall
be able to elect (the “Election”) to have Owners fund all or any portion of Sponsor’s Contribution Commitment.
Sponsor’s exercise of its Election is subject to the following terms and conditions:



 


		(i)	If Sponsor exercises its Election, Sponsor shall only be required to
(A) fund an amount in cash equal to the amount of its Contribution Commitment minus the Election Amount in order to satisfy its Contribution
Commitment and (B) transfer to each Owner the Transferred Shares (as defined below) as consideration. For the avoidance of doubt, if Sponsor
has elected for Owners to fund all of Sponsor’s Contribution Commitment, Sponsor shall not be required to fund any cash in respect
of its Contribution Commitment; and



 


		(ii)	If
                                            Sponsor exercises its Election, (A) each Owner shall be required to fund 50% (or another
                                            percentage as mutually agreed to between Owners prior to the Closing, with such percentage
                                            herein referenced as the “Owner Percentage”)
                                            of the Election Amount in accordance with Section 1.01(b) immediately prior to the Closing,
                                            and such amount shall be deemed to be added to such Owner’s Contribution Commitment
                                            (required to be funded by such Owner pursuant to Section 1.01(a)) and (B) immediately prior
                                            to the Closing, Sponsor will transfer to each Owner a number of SPAC Common Stock equal to
                                            (x) Sponsor’s Contribution Commitment for which the Election has been made, divided
                                            by (y) $10.00, multiplied by (z) such Owner’s Owner Percentage (the “Transferred
                                            Shares”). For the avoidance of doubt, the Transferred
                                            Shares will be in addition to any Holdco ordinary shares or SPAC Common Stock that each Owner
                                            may receive pursuant to Section 1.01(c) with respect to the funding of such Owner’s
                                            Contribution Commitment (including such Owner’s Owner Percentage of the Election Amount).
                                            Each party will take all necessary and required steps and execute any reasonable requested
                                            documentation required to effect the issuance.



 






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		(b)	Each of Sponsor and SPAC shall execute any reasonable requested documentation required to effect the foregoing transfer. As soon as
possible after the Closing Date, SPAC shall deliver to each Owner (A) evidence that the Transferred Shares were transferred in book-entry
form, free and clear of any Liens (other than those arising under applicable securities laws), in the name of such Owner (or its designee
in accordance with its delivery instructions), as of immediately prior to the Closing and (B) any other reasonably requested evidence
showing such Owner as the owner of the Transferred Shares on and as of the Closing. Owners agree not to exercise, and hereby irrevocably
waives, any right of redemption that such Owner may have with respect to any SPAC Common Stock that it may acquire under this Agreement.



 


		(c)	Each of the parties hereby agree that the below are examples illustrating the application of Sections 1.01 1.02:



 


		(i)	if (A) the Contributors are required to contribute $10,000,000, (ii)
Sponsor makes the Election with respect to the full amount its Contribution Commitment and (iii) each Owner arranges for $3,000,000 of
contributions to be made by Reversal Commitments pursuant to Section 1.01(c)(ii) or (iii) and makes $2,000,000 of contributions in cash,
each Owner shall receive $3,000,000 worth of SPAC Common Stock from the Redeeming Stockholders (valued at $10.00/share), $2,000,000 worth
of Holdco ordinary shares pursuant to Section 1.01(d) and $2,500,000 worth of SPAC Common Stock from Sponsor pursuant to this Section
1.02; 



 


		(ii)	if (A) the Contributors are required to contribute $10,000,000, (ii)
Sponsor makes the Election with respect to the full amount its Contribution Commitment and (iii) each Owner makes the entire $5,000,000
of contributions in cash, each Owner shall receive $5,000,000 worth of Holdco ordinary shares pursuant to Section 1.01(d) and $2,500,000
worth of SPAC Common Stock from Sponsor pursuant to this Section 1.02; and 



 


		(iii)	if (A) the Contributors are required to contribute $10,000,000, (ii)
Sponsor makes the Election with respect to the full amount its Contribution Commitment and (iii) each Owner arranges for $1,000,000 of
contributions to be made by Reversal Commitments pursuant to Section 1.01(c)(ii) or (iii) and makes $4,000,000 of contributions in cash,
each Owner shall receive $1,000,000 worth of SPAC Common Stock from the Redeeming Stockholders (valued at $10.00/share) pursuant to Section
1.01(c)(ii) or (iii), $4,000,000 worth of Holdco ordinary shares pursuant to Section 1.01(d); and $2,500,000 of SPAC Common Stock from
Sponsor pursuant to this Section 1.02.



 


Section 1.03
Conditions to the Parties’ Obligations


 


		(a)	The transactions contemplated by this Agreement are conditioned on the substantially simultaneous occurrence
of the Closing. All conditions precedent to the Closing as set forth in the Acquisition Agreement shall have been satisfied or waived
(other than those conditions that, by their nature, may only be satisfied at the consummation of the Closing but subject to satisfaction
or waiver thereof). In the event that the Parties have funded the Contribution Commitments or transferred the Transferred Shares
pursuant to the terms of this Agreement and the Closing does not occur within two (2) Business Days of such funding and transfer, each
of the Parties shall cause such contributions, funding, and transfers to be voided, returned and otherwise unwound with no liability to
any Party; provided that such voiding, return or unwinding does not terminate any Party’s obligations under this Agreement unless
this Agreement is otherwise validly terminated in accordance with the terms of this Agreement.



 


		(b)	There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination
or award, in each case, entered by or with any governmental authority, law, statute, rule or regulation enjoining or prohibiting the consummation
of the transactions contemplated herein.



 






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Section 1.04 Certain
Acknowledgements and Agreements


 


		(a)	Each of Holdco, Target, and Owners (collectively, the “Owner Parties”) agrees that
it shall not allege the failure of any closing condition based on the SPAC’s Redemption obligations, its payment of any SPAC Transaction
Expenses or the amount of cash held by the SPAC at the Closing, any breach by SPAC or Sponsor of the Acquisition Agreement relating to
the foregoing or seek to terminate the Acquisition Agreement for any failures relating to any of the foregoing (whether such failure occurs
by any particular date or otherwise) in the event that any of the Owner Parties breaches its obligations under this Agreement.



 


		(b)	Each of Sponsor, the SPAC (collectively, the “Sponsor Parties”) agrees that it shall
not allege the failure of any closing condition based on any breach by Target of the Acquisition Agreement relating to the foregoing or
seek to terminate the Acquisition Agreement for any failures relating to any of the foregoing (whether such failure occurs by any particular
date or otherwise) in the event that any of the Sponsor Parties breaches its obligations under this Agreement.



 


		(c)	Owners hereby agrees that neither of them, nor any of their respective affiliates, nor any person or entity
acting on their respective behalf or pursuant to any understanding with either Owner, shall, directly or indirectly, engage in any hedging
activities or execute any Short Sales (as defined below) with respect to the securities of SPAC prior to the Closing or the earlier termination
of this Backstop Agreement in accordance with its terms. “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges (other
than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls,
swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or
foreign regulated brokers.



 


		(d)	While Owners or Target controls the operations of Holdco, such Party shall cause Holdco to take the actions
required of Holdco under the terms of this Agreement. While Sponsor controls the operations of SPAC, Sponsor shall cause SPAC to take
the actions required of SPAC under the terms of this Agreement.



 


Section 1.05 The UG
Holdings Shares


 


In accordance with
Section 9.03(f) of the Acquisition Agreement, concurrently with the Closing, Sponsor shall have transferred to UG Holdings, LLC (or
its designated affiliate) 1,035,000 shares of SPAC Common Stock owned by the Sponsor.


 


Article
II. Sponsor And SPAC Representations And Warranties 


 


Each of Sponsor and SPAC hereby
represents and warrants to Owners on the date hereof and as of the Closing that:


 


Section 2.01
Organization


 


Such Party is duly formed
in the jurisdiction of its organization and has the requisite corporate power and authority to execute, deliver and carry out the terms
of this Agreement and to consummate the transactions contemplated hereby.


 


Section 2.02
Authority; Non-Contravention


 


This Agreement has been validly
authorized, executed and delivered by such Party and assuming the due authorization, execution and delivery thereof by the other parties
hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to
bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this
Agreement by such Party does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a
violation of (i) any organizational document governing such Party or any other agreement, contract or instrument to which such Party is
a party which would prevent such Party from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which
such Party is subject.


 






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Section 2.03
Governmental Approvals


 


All consents, approvals, orders,
authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part
of such Party required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been
obtained prior to and be effective as of the Closing.


 


Section 2.04 No
Brokers


 


No broker, investment banker,
financial advisor, finder or other person has been retained by or is authorized to act on behalf of such Party that will be entitled to
any fee or commission for which Holdco or Owners will be liable in connection with the execution of this Agreement or the consummation
of the transactions contemplated hereby.


 


Section 2.05 No
Litigation


 


There is no civil, criminal
or administrative suit, action, proceeding, arbitration, investigation, review or inquiry pending or threatened against or affecting such
Party or any of such Party’s properties or rights that affects or would reasonably be expected to affect such Party’s ability
to consummate the transactions contemplated by this Agreement, nor is there any decree, injunction, rule or order of any governmental
authority or arbitrator outstanding against such Party or any of such Party’s properties or rights that affects or would reasonably
be expected to affect such Party’s ability to consummate the transactions contemplated by this Agreement.


 


Section 2.06
Securities Law Compliance


 


In connection with the offer,
sale and delivery of the Transferred Shares in the manner contemplated by this Agreement, no registration under the Securities Act is
required for the offer and sale of the Transferred Shares by SPAC to Owners. The Transferred Shares (i) were not offered to Owners by
any form of general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities
Act and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities
Act, or any state securities laws.


 


Section 2.07
Transferred Shares


 


The Transferred Shares are
validly issued, fully paid and on transfer will be free of pre-emptive rights and clear of any Liens or other restrictions on transfer
of title, (other than those arising under applicable securities laws).


 


Article
III. Representations and Warranties of the Owners


 


Each of the Owner Parties
hereby represents and warrants to SPAC and Sponsor on the date hereof and as of the Closing that:


 


Section 3.01
Organization


 


Such Party is duly incorporated,
validly existing and in good standing in the jurisdiction of its incorporation. Such Party has the requisite corporate power and authority
to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.


 






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Section 3.02
Authority; Non-Contravention


 


This Agreement has been validly
authorized, executed and delivered by such Party and assuming the due authorization, execution and delivery thereof by the other parties
hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to
bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this
Agreement by such Party does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a
violation of (i) any organizational document governing such Owner Party or any other agreement, contract or instrument to which such Party
is a party which would prevent such Party from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which
such Party is subject.


 


Section 3.03
Governmental Approvals


 


All consents, approvals, orders,
authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part
of such Party required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been
obtained prior to and be effective as of the Closing.


 


Section 3.04
Sophisticated Parties


 


Such Party is sophisticated
in financial matters and is able to evaluate the risks and benefits attendant to the purchase of SPAC Common Stock.


 


Section 3.05 No
Brokers


 


No broker, investment banker,
financial advisor, finder or other person has been retained by or is authorized to act on behalf of such Party that will be entitled to
any fee or commission for which SPAC or Sponsor will be liable in connection with the execution of this Agreement or the consummation
of the transactions contemplated hereby.


 


Section 3.06
Securities Law Compliance


 


Such Party has been advised
that the offer and sale of the SPAC Common Stock by Sponsor has not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any other securities laws and, therefore, none of the SPAC Common Stock to be transferred to
such Party at the Closing (if applicable) can be resold unless they are registered under the Securities Act and applicable securities
laws or unless an exemption from such registration requirements is available. Such Party understands that the Transferred Shares will
be considered to be “restricted securities” under the Securities Act, and that, therefore, such Party will not be eligible
to use Rule 144 promulgated under the Securities Act for at least one year after “Form 10” information relating to the Business
Combination has been filed with the SEC. Such Party is acquiring the SPAC Common Stock for such Party’s own account for investment,
not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Such Party represents that
it is an “accredited investor” as such term is defined in Rule 501 of Regulation D, promulgated under the Securities Act,
and that such Party is not subject to the “Bad Actor” disqualification, as such terms is defined in Rule 506 of Regulation
D, promulgated under the Securities Act. Each Owner acknowledges that SPAC and Sponsor may possess or have access to material non-public
information which has not been and will not be communicated to Owners.


 


Article
IV. Miscellaneous


 


Section 4.01
Termination


 


This Agreement shall terminate
on the earlier of (i) the mutual written agreement of all of the Parties, and (ii) the date the Acquisition Agreement is terminated pursuant
to the terms and conditions thereof; provided that nothing herein will relieve any Party from liability for any willful and material breach
hereof prior to the time of termination, and each Party will be entitled to any remedies at law or in equity to recover losses, liabilities
or damages arising from such breach.


 






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Section 4.02
Counterparts; Electronic Mail


 


This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. This Agreement or any counterpart may be executed via electronic mail, and any such executed electronic
mail copy shall be treated as an original.


 


Section 4.03
Governing Law


 


This Agreement shall for all
purposes be deemed to be made under and shall be construed in accordance with the laws of Delaware. Each of the Parties hereby agrees
that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall, to the fullest extent applicable,
be brought and enforced first in the chancery courts located in the City of Wilmington, Delaware, then to such other court in the State
of Delaware as appropriate and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Parties hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


Section 4.04 Remedies
Cumulative


 


Each of the Parties acknowledges
and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by another Party, money damages may
be inadequate with respect to any such breach and the non-breaching Party may have no adequate remedy at law. It is accordingly agreed
that each of the Parties shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek
injunctive relief and/or to compel specific performance to prevent breaches by the other Party or Parties of any covenant or agreement
of such other Party contained in this Agreement. Accordingly, each of the Parties hereby agrees to waive (i) any requirement for the posting
of any bond in connection with such request for an injunction, (ii) its right to assert any counterclaims and (iii) its right to assert
set-off as a defense.


 


Section 4.05
Severability


 


If any term, provision or
covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder
of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.


 


Section 4.06 Binding
Effect; Assignment


 


This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns.


 


Section 4.07
Headings


 


The descriptive headings of
the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.


 


Section 4.08 Entire
Agreement; Changes in Writing


 


This Agreement constitutes
the entire agreement among the Parties and supersedes and cancels any prior agreements, representations and warranties, whether oral or
written, among the Parties relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed
or amended orally, but only by an agreement in writing signed by all of the Parties.


 






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Section 4.09 Further
Assurances


 


If at any time any of the
Parties shall consider or be advised that any further documents or actions are necessary or desirable to fund the Contribution Commitment
or to vest, perfect or confirm of record or otherwise the rights, title or interest in or to the Transferred Shares or under or otherwise
pursuant to this Agreement, the Parties shall execute and deliver such further documents or take such actions and provide all assurances
and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title
and interest in or to the Transferred Shares or under or otherwise pursuant to this Agreement.


 


Section 4.10 Waiver
of Claims Against Trust


 


		(a)	Reference is made to the final prospectus of SPAC, filed with the Securities and Exchange Commission on
January 12, 2021 (the “Prospectus”). Each Owner Party warrants and represents that it has read the Prospectus and understands
that SPAC has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain
private placements (collectively, with interest accrued from time to time thereon, the “Trust Fund”) for the benefit
of SPAC’s public stockholders and certain parties (including the underwriters of the IPO) and that, except for a portion of the
interest earned on the amounts held in the Trust Fund, SPAC may disburse monies from the Trust Fund only under limited circumstances as
set forth in the Prospectus.



 


		(b)	For and in consideration of SPAC’s and Sponsor’s execution of this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Owner Party hereby agrees that it does
not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund
or distributions therefrom, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection
with or relating in any way to, any proposed or actual business relationship between SPAC or Sponsor, on one hand, and any Owner Party,
on the other hand, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or
any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”).
Each Owner Party hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or
in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or Sponsor and will not seek recourse
against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged
breach of this Agreement). Each Owner Party agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically
relied upon by SPAC and Sponsor to induce it to enter in this Agreement, and each Owner Party further intends and understands such waiver
to be valid, binding and enforceable under applicable law. This Section 5.10 (Waiver of Claims against Trust) shall survive the
termination of this Agreement for any reason.



 


[Signature page follows]





 






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IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date set forth on the first page of this Agreement.


 


	 	Union Group Ventures Limited
	 	 	 
	 	By:	/s/ Oscar Alejandro León Bentancor
	 	Name:	Oscar Alejandro León Bentancor
	 	Title:	Sole Director 
	 	 	 
	 	Theo Partners S.á r.l 

on behalf of THEO I SCSp as its general partner
	 	 	 
	 	By:	/s/ Federico Trucco
	 	Name: 	Federico Trucco
	 	Title:	Director
	 	 	 
	 	By:	/s/ Guillermo Reekstin
	 	Name:	Guillermo Reekstin
	 	Title:	Director
	 	 	 
	 	LightJump One Founders, LLC
	 	 	 
	 	By:	/s/ Robert M. Bennett
	 	Name:	Robert M. Bennett
	 	Title:	Chief Executive Officer
	 	 	 
	 	LightJump Acquisition Corporation
	 	 	 
	 	By:	/s/ Robert M. Bennett
	 	Name:	Robert M. Bennett
	 	Title:	Chief Executive Officer
	 	 	 
	 	Moolec Science Limited
	 	 	 
	 	By:	/s/ Gastón Paladini
	 	Name:	Gastón Paladini
	 	Title:	Director
	 	 	 
	 	Moolec Science SA
	 	 	 
	 	By:	/s/ Gastón Paladini
	 	Name:	Gastón Paladini
	 	Title:	Class A Director
	 	 	 
	 	UG Holdings, LLC
	 	 	 
	 	By:	/s/ Kyle P. Bransfield
	 	Name:	Kyle P. Bransfield 
	 	Title:	Member









 


[Signature Page to Backstop Agreement]


 






     


     


    

 


Exhibit A


Applicable Percentage


 


	Entity	 	 	Applicable

 Percentage	 
	Sponsor	 	 	 	50	%
	UGVL	 	 	 	25	%
	Theo	 	 	 	25	%