MOOLEC SCIENCE SA and NOMURA SECURITIES INTERNATIONAL, INC. SHARE PURCHASE AGREEMENT April 14, 2023Share Purchase Agreement • April 17th, 2023 • Moolec Science SA • Blank checks • New York
This SHARE PURCHASE AGREEMENT is made and entered into as of April 14, 2023 (this “Agreement”), by and between Nomura Securities International, Inc., a New York corporation (the “Investor”), and Moolec Science SA, a company incorporated under the laws of the Grand Duchy of Luxembourg as a société anonyme having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B268440 (the “Company”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 6th, 2023 • Moolec Science SA • Blank checks • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, dated as of December 30, 2022, (this “Agreement”), is made and entered into by and among Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (the “Company”), LightJump One Founders, LLC, a Delaware limited liability company (“Sponsor”), each of the persons and entities listed on Exhibit A hereto (each, a “SPAC Holder” and collectively, the “SPAC Holders”), each of the persons and entities listed on Exhibit B hereto (each, an “Original Moolec Shareholder” and collectively, the “Original Moolec Shareholders”), each of the persons and entities listed on Exhibit C hereto (each, a “Moolec SAFE Holder” and collectively, the “Moolec
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • January 6th, 2023 • Moolec Science SA • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of December 30, 2022, by and among LightJump Acquisition Corporation, a Delaware corporation (the “Company”), Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (“Holdco”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2023 • Moolec Science SA • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2023, is by and between Nomura Securities International, Inc., a New York corporation (the “Investor”), and Moolec Science SA, a company incorporated under the laws of the Grand Duchy of Luxembourg as a société anonyme having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B268440 (the “Company”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • January 6th, 2023 • Moolec Science SA • Blank checks
This Memorandum of Understanding (this “MOU”) is entered into as of December 30, 2022 by the undersigned in connection with that certain Backstop Agreement (the “Backstop Agreement”), dated as of June 14, 2022, by and among (i) LightJump One Founders, LLC, a Delaware limited liability company (“Sponsor”) (ii) Union Group Ventures Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“UGVL”), (iii) Theo I SCSp, a special limited partnership (société en commandite spéciale) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 30, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies (registre de commerce et des sociétés) under number B 257706 (“Theo”, and together with UGVL, “Owners”), (iv) LightJump Acquisition Corporation (“SPAC”), a Delaware corporation, (v) Moolec Science Limited, a private limited company incorporated under the law
Agreement on Funds Flow Dated: December 30, 2022Agreement on Funds Flow • March 17th, 2023 • Moolec Science SA • Blank checks
This Agreement on Funds Flow (this “Agreement”) is entered into by the undersigned in connection with that certain Business Combination Agreement (the “BCA”), dated as of June 14, 2022, as amended by that certain amendment dated November 18, 2022 and as may be further amended from time to time, by and among LightJump Acquisition Corporation, a Delaware corporation (“SPAC”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (the “Company”), Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440, and Moolec Acquisition, Inc., a Delaware corporation. All capitalized terms used herein but not otherwise defined herein shall have the m
