REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
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 22nd, 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 [•], 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 [●], 2021Warrant Agreement • February 22nd, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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 • February 22nd, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 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”).
Waldencast Acquisition Corp. White Plains, NY 10606Letter Agreement • February 22nd, 2021 • Waldencast Acquisition Corp. • Blank checks
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 28,750,000 of the Company’s units (including up to 3,750,000 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 • February 22nd, 2021 • Waldencast Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of February 22, 2021, by and between Waldencast Acquisition Corp., a Cayman Islands exempted limited company (the “Company”), each of the purchasers listed on signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
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.
Waldencast Acquisition Corp. 10 Bank Street, Suite 560 White Plains, NY 10606Administrative Services Agreement • February 22nd, 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. [•]) 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 reasonabl
