Backstop Agreement dated as of June 14, 2022, by and among SPAC, Company, Holdco, UG Holdings, LLC, Union Group Ventures Limited, THEO I SCSp and Sponsor

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

Section 1.02 Election

Section 1.03 Conditions to the Parties’ Obligations

Section 1.04 Certain Acknowledgements and Agreements

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.

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.

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.

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.

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

[Signature page follows]

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

[Signature Page to Backstop Agreement]

Exhibit A

Applicable Percentage