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
INDEMNITY AGREEMENTIndemnity Agreement • March 18th, 2021 • Waldencast Acquisition Corp. • Blank checks • 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 March 15, 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
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
