Common use of Replacement Directors Clause in Contracts

Replacement Directors. If the then current Cedarwalk Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement director, subject to the approval of the Board of Directors of Waldencast (such approval not to be unreasonably withheld, conditioned or delayed) (any such replacement director shall be referred to as the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Director.

Replacement Directors. If (i) Following the then current Cedarwalk Director date of this Agreement, if the Investor Appointee is unable or unwilling to serve as a directordirector for any reason, resigns as a director, is removed as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) then the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk Investor shall have the ability to name recommend a substitute person to replace such Investor Appointee, in accordance with, and subject to, this Section 1(c). (ii) Except as otherwise specified in this Agreement, if a replacement directorDirector (a “Replacement Director”) is appointed to the Board pursuant to this Section 1(c), all references in this Agreement to the term “Investor Appointee” will include such Replacement Director(s), as applicable. (iii) The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of all new non-management Board members, and (y) a written acknowledgment that such Replacement Director agrees to be bound by all Company Policies (defined below), (B) such Replacement Director qualifying as “independent” pursuant to SEC rules and regulations and applicable stock exchange listing standards and (C) the Board determining such Replacement Director to be reasonably acceptable (such acceptance not to be unreasonably withheld). (iv) The Nominating and Corporate Governance Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies within five (5) Business Days of the Investor’s recommendation. If the Nominating and Corporate Governance Committee does not accept a substitute person recommended by the Investor as a Replacement Director, then the Investor will have the right to recommend additional substitute person(s) whose appointment will be subject to the approval Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described in this Section 1(c). Upon the recommendation of a candidate for Replacement Director by the Nominating and Corporate Governance Committee, the Board shall review and vote on the appointment of Directors such candidate to the Board no later than five (5) Business Days after the Nominating and Corporate Governance Committee’s recommendation of Waldencast such candidate; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board (such approval not to be unreasonably withheld), conditioned or delayedthe Parties shall continue to follow the procedures described in this Section 1(c)(iv) until a Replacement Director is approved and appointed to the Board. (v) If, at any time following the date of this Agreement, the Investor’s aggregate Beneficial Ownership is less than the lesser of (x) 10% of the then-outstanding shares of Common Stock and (y) 50% of the Conversion Shares (as defined in the Purchase Agreement) (any such replacement director shall be referred subject to as adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Replacement DirectorInvestor Minimum Ownership Level”). Any , then the Investor shall immediately and irrevocably lose its rights under this Section 1(c) to recommend or appoint a Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service the Investor Appointee. For purposes of this Section 1(c)(v), the shares of Common Stock underlying the Preferred Stock purchased pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and each purchaser identified on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq signature pages thereto (the “Securities Purchase Agreement”) and the rules and regulations Notes purchased pursuant to the Purchase Agreement shall be deemed to be Beneficially Owned regardless of any limitation on conversion or right of the SEC, Waldencast shall take all necessary action Company to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Directorsettle in conversions in cash.

Replacement Directors. If any of the then current Cedarwalk Director is members of the Reconstituted Board ceases to serve as a director for any reason during the Standstill Period, the Parties agree that the Nominating Committee shall be solely responsible for identifying replacement candidates for nomination or appointment to the Board; provided, however, that during the Standstill Period, if any of the Iroquois Appointees shall be unable or unwilling to serve as a director, resigns as a director, is removed as a director or is otherwise not serving as a director prior to termination member of this Agreement, the Board for any reason and at such time (A) the Permitted Holders’ Iroquois Parties have an aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be as determined under Rule 13d-3 promulgated under the Exchange Act is Act) in the Company’s Common Stock totaling at least 5.02% of the then-Company’s Common Stock issued and outstanding common stock of Waldencast (the “Minimum Ownership ThresholdPercentage”), the Iroquois Parties shall be solely entitled to designate a person to serve as a replacement on the Board for such Iroquois Appointee and, following the Company’s receipt of the Iroquois Parties’ written designation of such person, the Board shall promptly appoint such person to the Board and nominate such person for election to the Board at any Applicable Meeting in the place of such Iroquois Appointee, subject only to (i) such person’s (a) consenting to serve as a member of the Board, (b) qualifying as “independent” pursuant to the Nasdaq rules and (c) having the relevant financial and business experience to be a director of the Company (which determinations shall be made reasonably and in good faith by the Nominating Committee) and (Bii) Cedarwalk or the Guarantor has not committed Iroquois Parties’ having an aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) in the Company’s Common Stock totaling at least the Minimum Ownership Percentage. If and when such person becomes a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement director, subject to the approval director of the Board of Directors of Waldencast (such approval not to be unreasonably withheldin accordance with this Section 1(b), conditioned or delayed) (any such replacement director shall be referred deemed an Iroquois Appointee for purposes of this Agreement. The Parties further agree that the Board and any applicable committees of the Board shall take all actions to as cause any replacement directors to be appointed to any committee on which any such replaced director served immediately prior to the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to cessation of such replaced director’s service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Director.

Replacement Directors. If (i) During the then current Cedarwalk Standstill Period, if ▇▇. ▇▇▇▇ (or any Ling Replacement Director (as defined below)) is unable or unwilling to serve as a directordirector (including as a result of not being elected at any annual meeting), resigns as a director, is removed as a director or is otherwise not serving removed as a director prior to termination of this Agreementdirector, and at such time JDS1, LLC (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership ThresholdJDS1”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name recommend a replacement director, subject substitute person to the approval of the Board of Directors of Waldencast replace ▇▇. ▇▇▇▇ (such approval not to be unreasonably withheld, conditioned or delayedany Ling Replacement Director) in accordance with this Section 1(c)(i) (any such replacement director shall be referred to as the “Ling Replacement Director”). Any Each candidate for Ling Replacement Director named recommended by Cedarwalk JDS1 must qualify as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market. The Governance and Nominating Committee shall consider the qualifications and background of such candidate and make its determination and recommendation regarding whether such candidate is suitable for the Board within five (5) business days after such candidate has submitted to the Company any documentation required by Section 1(a) herein. In the event the Governance and Nominating Committee does not accept a substitute person recommended by JDS1 as the Ling Replacement Director (given that the Governance and Nominating Committee cannot unreasonably withhold its consent), JDS1 shall have the right to recommend additional substitute person(s) whose appointment shall be required subject to satisfy the guidelines Governance and policies Nominating Committee recommending such person in accordance with respect to service the procedures described above. Upon the recommendation of a Ling Replacement Director candidate by the Governance and Nominating Committee, the Board shall review, approve and vote on the Board applicable to all non-management directors. Subject to applicable rules appointment of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the such Ling Replacement Director to the Board no later than five (5) business days after the Governance and to any applicable committee Nominating Committee’s recommendation of such Ling Replacement Director; provided, however, that if the Board does not approve and appoint such Ling Replacement Director to the Board, the Parties shall continue to follow the procedures of which this Section 1(c)(i) until a Ling Replacement Director is approved and appointed to the Cedarwalk Board. Notwithstanding the foregoing, if JDS1 has followed the procedures set forth in this Section 1(c)(i) four times to replace ▇▇. ▇▇▇▇ (or any Ling Replacement Director), the fourth candidate for Ling Replacement Director was recommended by JDS1 shall be approved and appointed to the Board by the Board no later than five (5) business days after recommendation by JDS1, unless the Board reasonably and in good faith determines that such candidate lacks the appropriate experience to act as a member of immediately prior the board of directors of a public company in the industry in which the Company operates. (ii) During the Standstill Period, if ▇▇. ▇▇▇▇▇▇ (or any ▇▇▇▇▇▇ Replacement Director (as defined below)) is unable or unwilling to serve as a director (including as a result of not being elected at any annual meeting), resigns as a director or is removed as a director, the Board shall have the ability to recommend a substitute person to JDS1 to replace ▇▇. ▇▇▇▇▇▇ (or any ▇▇▇▇▇▇ Replacement Director) in accordance with this Section 1(c)(ii) (any such replacement director shall be referred to as the “▇▇▇▇▇▇ Replacement Director” and, together with the Ling Replacement Director, the “Replacement Directors”). Each candidate for ▇▇▇▇▇▇ Replacement Director recommended by the Board must qualify as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market. JDS1 shall consider the qualifications and background of such candidate and make its determination and recommendation regarding whether such candidate is suitable for the Board within five (5) business days after such candidate has submitted to the Company any documentation required by Section 1(a) herein. In the event that JDS1 does not approve a substitute person recommended by the Board as the ▇▇▇▇▇▇ Replacement Director (given that JDS1 cannot unreasonably withhold its consent), the Board shall have the right to recommend additional substitute person(s) whose appointment shall be subject to JDS1 approving such person in accordance with the procedures described above. Upon the approval of a ▇▇▇▇▇▇ Replacement Director candidate by JDS1, the Board shall approve and vote on the appointment of such ▇▇▇▇▇▇ Replacement Director to the Board no later than five (5) business days after JDS1’s resignation or removalapproval of such ▇▇▇▇▇▇ Replacement Director; provided provided, however, that if the Board does not approve and appoint such ▇▇▇▇▇▇ Replacement Director to the Board, the Parties shall continue to follow the procedures of this Section 1(c)(ii) until a ▇▇▇▇▇▇ Replacement Director is qualified approved and appointed to serve on any such committee of the Board. The terms Notwithstanding the foregoing, if the Board has followed the procedures set forth in this Section 1(c)(ii) four times to replace ▇▇. ▇▇▇▇▇▇ (or a ▇▇▇▇▇▇ Replacement Director), the fourth candidate for ▇▇▇▇▇▇ Replacement Director recommended by the Board shall be approved and conditions applicable appointed to the Cedarwalk Director under Board by the Board no later than five (5) business days after recommendation by the Board, unless JDS1 reasonably and in good faith determines that such candidate lacks the appropriate experience to act as a member of the board of directors of a public company in the industry in which the Company operates. (iii) JDS1’s rights set forth in this Agreement Section 1(c) shall apply to any such Replacement Director terminate upon the earlier of (i) the time at which JDS1, CCUR Holdings, Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇ and each of their Affiliates collectively hold less than 3% of the fully-diluted capital stock of the Company and (ii) the end of the Standstill Period (as if such person were the Cedarwalk Directordefined below).