Non-Recourse   100 Sample Clauses

Non-Recourse   100. Section 11.18 Non-Survival of Representations, Warranties and Covenants 100 Section 11.19 Conflicts and Privilege 101 Appendix A Members Appendix B Pre-Closing Milk Restructuring Appendix C Milk Closing Cash Bonus Reduction Amount Individuals Exhibit A Term Sheet for Acquiror Memorandum and Articles of Association Exhibit B Form of Registration Rights Agreement Exhibit C Form of Lock-Up Agreement Exhibit D Term Sheet for Amended and Restated Waldencast Partners LP Agreement Exhibit E Form of Subscription Agreement Exhibit F Waldencast Ventures Guidelines This Equity Purchase Agreement, dated as of November 15, 2021 (this “Agreement”), is made and entered into by and among Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a public limited company incorporated under the Laws of Jersey prior to the Closing (as defined below)) (“Acquiror”), Obagi Holdco 1 Limited, a limited company incorporated under the laws of Jersey (“Holdco Purchaser”), Waldencast Partners LP, a Cayman Islands exempted limited partnership (“Acquiror LP”, and together with Holdco Purchaser, the “Purchasers”), Milk Makeup LLC, a Delaware limited liability company (the “Company”), and the members of the Company, listed on Appendix A and signatories hereto (the “Members”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Members (“Equityholder Representative”).