REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Waldencast Long-term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
30,000,000 Units Waldencast Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
WALDENCAST ACQUISITION CORP.Waldencast Acquisition Corp. • February 22nd, 2021 • Blank checks • New York
Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Waldencast Long-Term Capital LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context othe
INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT WALDENCAST ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 15, 2021Warrant Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 15, 2021, is by and between Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Waldencast Long-Term Capital LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Waldencast Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Waldencast Acquisition Corp. White Plains, NY 10606 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered among Waldencast Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 1st, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 1, 2021, by and between Waldencast Acquisition Corp., a Cayman Islands exempted limited company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
FINANCING AGREEMENT Dated as of March 16, 2021 by and among OBAGI GLOBAL HOLDINGS LIMITED, as Ultimate Parent OBAGI HOLDINGS COMPANY LIMITED, as Parent OBAGI COSMECEUTICALS LLC, as Borrower, AND EACH SUBSIDIARY LISTED AS A GUARANTOR ON THE SIGNATURE...Financing Agreement • February 14th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations • New York
Financing Agreement, dated as of March 16, 2021, by and among Obagi Global Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Ultimate Parent”), Obagi Holdings Company Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Parent”), Obagi Cosmeceuticals LLC, a Delaware limited liability company (together with each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Ultimate Parent listed as a “Guarantor” on the signature pages hereto (together with the Ultimate Parent and each other Personthat executes a joinder agreementand becomes a “Guarantor” hereunder, each, a “Guarantor” and, collectively, the “Guarantors”), the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), TCW Asset Management Company LLC, a Delaware limited li
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Waldencast plc, a public limited company incorporated under the laws of Jersey (the “Company”) (formerly known as Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its migration and domestication by way of continuance as a public limited company incorporated under the laws of Jersey), Waldencast Long-term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former shareholders and members, respectively of (i) Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (“Obagi”), and (ii) Milk Makeup LLC, a Delaware limited liability company (“Milk”), each as set forth on Schedule 1 hereto (such shareholders and members, collectively, the “Target Holders”), Juliette Hickman, Lindsay Pattison, Zack Werner and Sarah Brown (collectively, the “Director Holders”), an
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 3rd, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the “Company”), and Michel Brousset, a member of the board of directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
INDEMNITY AGREEMENTIndemnity Agreement • March 21st, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of December 16, 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
AGREEMENT AND PLAN OF MERGER by and among WALDENCAST ACQUISITION CORP., OBAGI MERGER SUB, INC. and OBAGI GLOBAL HOLDINGS LIMITED dated as of November 15, 2021Agreement and Plan of Merger • November 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, 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 Merger Sub, Inc., a Cayman Islands exempted company limited by shares and an indirect wholly owned subsidiary of Acquiror (“Merger Sub”), and Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 17th, 2021 • Waldencast Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 14, 2021, by and between Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares (“Issuer”), and the undersigned subscriber (the “Investor”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Waldencast Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2022, is made and entered into by and among Waldencast plc, a public limited company incorporated under the laws of Jersey (the “Company”) (formerly known as Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its migration and domestication by way of continuance as a public limited company incorporated under the laws of Jersey), Waldencast Long-term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), Burwell Mountain Trust, a non-grantor, fully discretionary dynasty trust duly organized under Wyoming law (“Burwell Sponsor Member”), Dynamo Master Fund, an exempted company incorporated in the Cayman Islands (“Dynamo Sponsor Member”), Waldencast Ventures, LP, a Cayman Islands exempted limited partnership (“Ventures Sponsor Member”, together with Burwell Sponsor Member and Dynamo Sponsor Member, the “Sponsor Members”) certain former s
ContractInvestor Rights Agreement • August 3rd, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations • Hong Kong
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 27, 2022, by and between (i) Waldencast Acquisition Corp., a limited liability company organized under the laws of Jersey (“Waldencast”), (ii) Cedarwalk Skincare Ltd., a limited liability company organized under the laws of the Cayman Islands (“Cedarwalk”), (iii) Waldencast Long-Term Capital LLC, a limited liability company organized under the laws of the Cayman Islands (the “Sponsor”) and (iv) CWC Skincare Ltd., a Cayman Islands exempted company limited by shares (the “Guarantor”) (Waldencast, Cedarwalk, the Sponsor and the Guarantor shall sometimes be herein referred to collectively as the “Parties,” and “Party” shall mean any of them).
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. MASTER SERVICES AGREEMENTMaster Services Agreement • May 13th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations • New York
THIS MASTER SERVICES AGREEMENT (this “Agreement”) dated July 13, 2017 is by and between .com Distribution Corp., a Delaware corporation, with offices located at 300 Nixon Lane, Edison, New Jersey 08837 (“DOTCOM”), and Milk Makeup LLC, a Delaware limited liability company with principal offices located at 450 W. 15th Street, Suite 200, New York, New York 10011 (“MILK MAKEUP”).
CREDIT AGREEMENT dated as of June 24, 2022 among WALDENCAST PARTNERS LP, as Parent Guarantor, WALDENCAST FINCO LIMITED, as the Borrower, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and Credit Suisse AG, New York Branch...Credit Agreement • August 3rd, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations • New York
WHEREAS, in connection with (a) that certain Agreement and Plan of Merger, dated as of November 15, 2021 (the “Obagi Merger Agreement”) by and among Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a public limited company under the laws of Jersey prior to the Funding Date and be renamed Waldencast plc) (“Waldencast Acquisition Corp.”), Obagi Merger Sub, Inc., a Cayman Islands exempted company limited by shares, and Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (“Obagi”) and (b) that certain Equity Purchase Agreement, dated as of November 15, 2021 (the “Milk Purchase Agreement” and, together with the Obagi Merger Agreement, collectively, the “Funding Date Acquisition Agreements” and each, individually, an “Funding Date Acquisition Agreement”) by and among Waldencast Acquisition Corp., Obagi Holdco 1 Limited, a limited company incorporated under the laws of Jersey, the Parent Gu
OBAGI GLOBAL HOLDINGS LIMITED SHARE OPTION AGREEMENT RECITALSShare Option Agreement • February 14th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations • Delaware
FORM OF LOCK-UP AGREEMENTLetter Agreement • November 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to Waldencast plc, a public limited company incorporated under the laws of Jersey (the “Company”) (formerly known as Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its migration and domestication by way of continuance as a public limited company incorporated under the laws of Jersey), in accordance with the Agreement and Plan of Merger, dated as of November 15, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), entered into by and among the Company, Obagi Merger Sub Limited, a Cayman Islands exempted company limited by shares and an indirect wholly owned subsidiary of the Company, and Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement.
ContractExclusive Distribution Agreement • May 13th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Waldencast Acquisition Corp. 10 Bank Street, Suite 560 White Plains, NY 10606Administrative Services Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Waldencast Acquisition Corp. (the “Company”) and Waldencast Long-term Capital LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the The Nasdaq Stock Market LLC (the “Nasdaq”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-253370) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 10 Bank Street, Suite 560, White Plains, NY 10606 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be re
OBAGI GLOBAL HOLDINGS LIMITED RESTRICTED STOCK UNIT ISSUANCE AGREEMENTRestricted Stock Unit Issuance Agreement • February 14th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations • Delaware
DISTRIBUTION SERVICES AGREEMENTDistribution Services Agreement • April 27th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations • Delaware
This Distribution Services Agreement (this “Agreement”), effective as of June 27, 2018 (the “Effective Date”), is by and between WBC Group, LLC, an Ohio limited liability company (“WBC”), and Obagi Cosmeceuticals LLC, a Delaware limited liability company (“Supplier”).
MASTER SERVICES AGREEMENT AND STATEMENT OF WORK ADDENDUMMaster Services Agreement and Statement • April 27th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations
This addendum agreement dated July 10, 2020 is entered into by Milk Makeup LLC (“MILK MAKEUP”) and .com Distribution (DOTCOM) for the purpose of amending the MASTER SERVICES ARGEEMENT dated July 13, 2017 and the Pricing Schedule in the corresponding Statement of Work. DOTCOM and MILK MAKEUP desire to amend the agreement as designated in this addendum.
AMENDMENT No. 5 to Vendor Terms AgreementWaldencast Acquisition Corp. • April 27th, 2022 • Perfumes, cosmetics & other toilet preparations
This letter serves as the fifth Amendment (“Amendment No. 5”) to and forms part of the Vendor Terms Agreement between Milk Makeup, LLC (“Vendor”) and Sephora USA, Inc. (“Sephora”), effective September 1, 2015, as amended (the “Agreement”). A copy of the Agreement and Amendments No. 1 through No. 4 have been included with this letter for your reference. To the extent any of the terms and conditions contained in this Amendment contradict or conflict with any of the terms or conditions of the Agreement, it is expressly understood and agreed that the terms of this Amendment shall take precedence and supersede the Agreement.
WALDENCAST ACQUISITION CORP. JOINDER LETTER AGREEMENT July 27, 2022Letter Agreement • August 3rd, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations
This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
AMENDMENT OF WARRANT AGREEMENTAmendment of Warrant Agreement • December 5th, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations • New York
THIS AMENDMENT OF WARRANT AGREEMENT (this “Amendment”), is made as of December 1, 2022 (the “Amendment Effective Date”), by and among Waldencast plc, a Jersey public company (f/k/a Waldencast Acquisition Corp., a Cayman Islands exempted company) (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (“Continental”), and American Stock Transfer & Trust Company, LLC a New York limited liability trust company (“AST”).
WAIVER AND AGREEMENTWaiver and Agreement • August 3rd, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations • New York
This Waiver and Agreement (this “Agreement”), dated as of July 25, 2022, is being provided by Waldencast Acquisition Corp., a Cayman Islands exempted company and which following the Domestication, shall become Waldencast plc, a Jersey public limited company (the “Company”), to the undersigned Insider (as defined in the Letter Agreement referred to below) and shareholder of the Company. Unless otherwise stated herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Company’s Registration Statement on Form F-4 filed with the Securities and Exchange Commission by the Company, as amended, effective as of July 6, 2022 (File No. 333-262692) (the “Registration Statement”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Milk Makeup, LLC 450 West...Vendor Terms Agreement • February 14th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations
This letter and the accompanying Milk Makeup Terms Agreement constitute the terms of our agreement with Milk Makeup with respect to the sale of Milk Makeup merchandise in Sephora Americas stores and on the sephora.com (the “Agreement”). The Agreement cannot be changed except in writing signed by both of us. Please confirm your acceptance to the terms of the Agreement by signing and returning one copy of the Agreement.
WALDENCAST ACQUISITION CORP. JOINDER LETTER AGREEMENT December 16, 2021Letter Agreement • August 3rd, 2022 • Waldencast PLC • Perfumes, cosmetics & other toilet preparations
This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
ASSIGNMENT, ASSUMPTION & JOINDER TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 22nd, 2021 • Waldencast Acquisition Corp. • Blank checks
This Assignment, Assumption & Joinder Agreement (this “Agreement”) is made as of the date written above by Waldencast Long-Term Capital LLC (“Assignor”) and Burwell Mountain Trust (“Assignee”). Reference is made to that certain forward purchase agreement (the “Forward Purchase Agreement”), dated as of February 22, 2021, by and among Waldencast Acquisition Corp. (the “Company”), Dynamo Master Fund and Assignor. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Forward Purchase Agreement.
ContractExclusive Distribution Agreement • February 14th, 2022 • Waldencast Acquisition Corp. • Perfumes, cosmetics & other toilet preparations
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
