Exhibit 4.8


 


MEMORANDUM OF UNDERSTANDING


 


This Memorandum of
Understanding (this “MOU”) is entered into as of December 30, 2022 by the undersigned in connection with that certain 
Backstop Agreement (the “Backstop Agreement”), dated as of June 14, 2022, by and among (i)
LightJump One Founders, LLC, a Delaware limited liability company (“Sponsor”) (ii) Union Group Ventures Limited, a
company limited by shares incorporated under the laws of the British Virgin Islands (“UGVL”), (iii) Theo I SCSp, a
special limited partnership (société en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg,
having its registered office at 30, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register
of commerce and companies (registre de commerce et des sociétés) under number B 257706 (“Theo”,
and together with UGVL, “Owners”), (iv) LightJump Acquisition Corporation (“SPAC”), a Delaware corporation,
(v) Moolec Science Limited, a private limited company incorporated under the 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”). All capitalized terms used herein but not otherwise defined herein shall
have the meanings used in the Backstop Agreement.


 





		1.	Notwithstanding anything to the contrary in the Backstop
Agreement, each of Parties hereby agree and acknowledge to the following:



 


		a.	Sponsor is making the Election with respect to the full amount
of its Contribution Commitment and Sponsor shall not be funding any cash amounts to any person under the Backstop Agreement;



 


		b.	None of the funding under the Backstop Agreement was intended
for SPAC and, as such, none of the Owners or Sponsor shall be obligated to fund any amounts to SPAC under the Backstop Agreement and
the obligation of the Owners and Sponsor shall be to contribute funds to Holdco in connection with the Business Combination, in order
to permit Holdco to, among other things, make the funding required by that certain Agreement on Funds Flow entered into in connection
with the Business Combination, dated as of the date hereof, by and among the parties thereto. The Parties acknowledge that the Owners
will be contributing cash to Holdco in accordance with Section 1.01(c)(i) and will not be arranging for any commitments pursuant to Section
1.01(c)(ii) or Section 1.01(c)(iii).



 


		c.	Specifically, in satisfaction of the Owner’s and Sponsor’s
obligations under Section 1.01 and Section 1.02, the Parties are taking the following actions at the Closing:



 


		i.	Theo is contributing $4,005,520 to Holdco and in exchange therefore, Theo is receiving 400,552 newly issued
Ordinary Shares of Holdco and Sponsor is transferring 200,276 shares of SPAC Common Stock to Theo;



 


		ii.	UGVL is contributing $4,005,520 to Holdco and in exchange therefore, UGVL is receiving 400,552 newly issued
Ordinary Shares of Holdco and Sponsor is transferring 200,276 shares of SPAC Common Stock to UGVL;



 


		iii.	UG Holdings, LLC has received 1,035,000 shares of SPAC Common Stock from Sponsor;



 


(iii) Article
IV of the Backstop Agreement shall apply to the agreements made in this MOU, mutadis mutandis.


   


-[Signature page follows]-


 




     


     


    

 


Acknowledged and Agreed:


 


	 	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:	Director
	 	 	 
	 	UG Holdings, LLC
	 	 	 
	 	By:	/s/ Kyle P. Bransfield
	 	Name: 	Kyle P. Bransfield
	 	Title:	Member