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.
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).
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
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.
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”).
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.
WALDENCAST ACQUISITION CORP. JOINDER LETTER AGREEMENT July 7, 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.
