Exhibit 10.5


 


FORM OF AMENDED AND RESTATED


REGISTRATION RIGHTS AGREEMENT


 


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”), and the parties set forth on Schedule 2 hereto (collectively, the “Investor
Stockholders” and, collectively with the Sponsor, the Target Holders, the Director Holders and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the
“Holders” and each, a “Holder”).


 


RECITALS


 


WHEREAS, the Company,
the Sponsor and the Director Holders are party to that certain Registration Rights Agreement, dated as of March 15, 2021 (the “Original
RRA”);


 


WHEREAS, the Company
has entered into that certain (i) 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 “Obagi Transaction Agreement”), 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 (“Obagi Merger
Sub”), and Obagi, pursuant to which, Obagi Merger Sub merged with and into Obagi, with Obagi surviving the merger as an
indirect wholly owned subsidiary of the Company (the “Obagi Transaction”) and (ii) Equity Purchase Agreement,
dated as of November 15, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Milk Transaction
Agreement” and together with the Obagi Transaction Agreement, the “Transaction Agreements”), by
and among the Company, Waldencast Partners LP, a Cayman Islands exempted limited partnership (“Waldencast LP”),
Obagi Holdco 1 Limited, Milk Makeup LLC, the members listed therein and the equityholder representative, pursuant to which the equityholders
of Milk sold, 100% of the equity interests of Milk to Holdco Purchaser and Waldencast Partners LP (the “Milk Transaction”
and together with the Obagi Transaction, the “Transaction”);


 


WHEREAS, on the date
hereof, pursuant to the Transaction Agreements, the Target Holders received shares of the Company’s ordinary shares, par value $0.0001
per share (the “Common Stock”);


 


WHEREAS, on the date
hereof, pursuant to the Transaction Agreements, certain Target Holders received certain equity awards as set forth on Schedule 1, as defined
in the respective Transaction Agreements (“Equity Awards”);


 




     


     


    

 


WHEREAS, on the date
hereof, the Investor Stockholders and certain other investors (such other investors, collectively, the “Third-Party Investor
Stockholders”) purchased an aggregate of 10,500,000 shares of Common Stock (the “Investor Shares”)
in a transaction exempt from registration under the Securities Act pursuant to the respective Subscription Agreements, each dated as of
November 13, 2021, entered into by and between the Company and each of the Investor Stockholders and the Third-Party Investor Stockholders
(each, a “Subscription Agreement” and, collectively,
the “Subscription Agreements”);


 


WHEREAS, pursuant to
Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written
consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities
(as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders are Holders in the aggregate of at
least a majority-in-interest of the Registrable Securities as of the date hereof; and


 


WHEREAS, the Company,
the Sponsor and the Director Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant
to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth
in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


1.1 Definitions. The
terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Additional
Holder” shall have the meaning given in Section 5.10.


 


“Additional
Holder Common Stock” shall have the meaning given in Section 5.10.


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer, the President, the Chief Financial Officer or any other principal executive officer of the Company,
after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in order
for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of
the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration
Statement were not being filed, declared effective or used, as the case may be, and (c) the Company has a bona fide business purpose
for not making such information public.


 




    2


     


    

 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing
Date” shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Competing
Registration Rights” shall have the meaning given in Section 5.7.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


“Director Holders”
shall have the meaning given in the Preamble hereto.


 


“Equity Awards”
shall have the meaning given in the Recitals hereto.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form
S-1 Shelf” shall have the meaning given in Section 2.1.1.


 


“Form
S-3 Shelf” shall have the meaning given in Section 2.1.1.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Investor
Shares” shall have the meaning given in the Recitals hereto.


 


“Investor
Stockholders” shall have the meaning given in the Preamble hereto.


 


“Joinder”
shall have the meaning given in Section 5.10.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.1.5.


 


“Milk”
shall have the meaning given in the Recitals hereto.


 


“Milk Purchaser”
shall have the meaning given in the Recitals hereto.


 




    3


     


    

 


“Milk Transaction”
shall have the meaning given in the Recitals hereto.


 


“Milk Transaction
Agreement” shall have the meaning given in the Recitals hereto.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Obagi”
shall have the meaning given in the Recitals hereto.


 


“Obagi Merger
Sub” shall have the meaning given in the Recitals hereto.


 


“Obagi Transaction”
shall have the meaning given in the Recitals hereto.


 


“Obagi Transaction
Agreement” shall have the meaning given in the Recitals hereto.


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities, including prior to the expiration of any lock-up period applicable to such Registrable Securities, subject
to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and
any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Private Placement
Warrants” shall mean the warrants held by certain Holders, (i) purchased by such Holders in the private placement that occurred
concurrently with the closing of the Company’s initial public offering, and (ii) received by such Holders upon conversion of certain
working capital loans concurrently with the closing of the Transaction, in each case, including any shares of Common Stock issued or issuable
upon conversion or exchange of such warrants.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 






    4


     


    

 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock and any other equity security (including
the Private Placement Warrants and any other warrants to purchase shares of Common Stock and shares of Common Stock issued or
issuable upon the exercise of any other equity security) of the Company held by a Holder immediately following the Closing
(including any securities distributable pursuant to the Merger Agreement and any Investor Shares); (b) any outstanding shares of
Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued
or issuable upon the exercise of any other equity security) of the Company acquired by a Holder following the date hereof to the
extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an
“affiliate” (as defined in Rule 144) of the Company; (c) any Additional Holder Common Stock; and (d) any other
equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in
clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger,
amalgamation, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any
particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such
securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the
applicable Holder; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not
bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and
(iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such
securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or
any successor rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to
manner or timing of sale); and (E)  such securities have been sold to, or through, a broker, dealer or underwriter in a public
distribution or other public securities transaction.


 


“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the
following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration;


 


(F)
the fees and expenses incurred in connection with the listing of any Registrable Securities on each national securities exchange
on which the shares of Common Stock are then listed;


 




    5


     


    

 


(G)
 the fees and expenses incurred by the Company in connection with any Underwritten Offering, Block Trade, Other Coordinated Offering
or other offering involving an Underwriter or a broker, placement agent or sales agent;


 


(H)
in an Underwritten Offering, Block Trade or Other Coordinated Offering, reasonable fees and expenses of one (1) legal counsel selected
by the majority-in-interest of the Demanding Holders participating in the applicable Underwritten Offering, Block Trade or Other Coordinated
Offering; and


 


(I)   
all expenses with respect to a road show that the Company is obligated to participate in pursuant to the terms of this Agreement.


 


“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and
supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Released Securities”
shall have the meaning given in Section 2.3.


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement,
including a Piggyback Registration, a Block Trade or an Other Coordinated Offering.


 


“Sponsor”
shall have the meaning given in the Preamble hereto.


 


“Sponsor Member”
shall mean a member of Sponsor who becomes party to this Agreement as a Permitted Transferee of Sponsor.


 


“Subscription
Agreement” shall have the meaning given in the Preamble hereto.


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Target”
shall have the meaning given in the Preamble hereto.


 


“Target
Holders” shall have the meaning given in the Preamble hereto.


 




    6


     


    

 


“Third-Party Investor
Stockholders” shall have the meaning given in the Recitals hereto.


 


“Transaction”
shall have the meaning given in the Recitals hereto.


 


“Transaction Agreements”
shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 


ARTICLE
II


 


REGISTRATIONS AND OFFERINGS


 


2.1  Shelf Registration.


 


2.1.1 Filing.
Within forty five (45) calendar days following the Closing Date, the Company shall submit to or file with the Commission a
Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration
Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to
use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days
prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such
Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth
(90th) calendar day following the filing date thereof if the Commission notifies the Company that it will
“review” the Registration Statement and (b) the tenth (10th) business day after the date the Company is
notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be
“reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable
Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder
named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously
effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in
compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event
the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any
Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3.
The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section
3.4.


 






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2.1.2 Subsequent Shelf
Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly
as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable
efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any
order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after
the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement
(as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405
promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent
Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable
Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such
form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under
this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.3 Additional Registrable
Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for
resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable
efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available
Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to
become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject
to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities
to be so covered twice per calendar year for each of the Sponsor, the Target Holders, the Investor Stockholders and the Director Holders.


 




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2.1.4  Requests for Underwritten
Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission,
the Sponsor, an Investor Stockholder or a Target Holder (any of the Sponsor, an Investor Stockholder or a Target Holder being in such
case, a “Demanding Holder”) may request to
sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an
“Underwritten Shelf Takedown”); provided
that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price
reasonably expected to exceed, in the aggregate, $50 million (the “Minimum
Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the
Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
Subject to Section 2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist
of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which
shall not be unreasonably withheld, conditioned or delayed). The Sponsor, the Investor Stockholders and the Target Holders may each demand
not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period, for an
aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period.
Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective
Registration Statement, including a Form S-3, that is then available for such offering.


 


2.1.5 Reduction of
Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (the “Requesting
Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding
Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity
securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been
requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by
any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the
Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the
“Maximum Number of Securities”), then the
Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed
to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of (i) first, the
Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of
Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate
number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown)
and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the
Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any)
has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the
Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum
Number of Securities.


 






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2.1.6 Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the Sponsor, an Investor Stockholder or a Target Holder may elect to have the Company continue an
Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold
in the Underwritten Shelf Takedown by the Sponsor, the Investor Stockholders, the Target Holders or any of their respective Permitted
Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf
Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder
has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration
Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such
Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in
such Underwritten Shelf Takedown); provided that, if the Sponsor, an Investor Stockholder or a Target Holder elects to continue
an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall
instead count as an Underwritten Shelf Takedown demanded by the Sponsor, such Investor Stockholder or such Target Holder, as applicable,
for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal
Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this
Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal
under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii)
of the second sentence of this Section 2.1.6.


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if
the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own
account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including,
without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any
registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan,
(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under
the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of
the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade or (vi) an Other Coordinated Offering, then the Company
shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not
less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten
Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for
marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of
Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such
registered offering, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause
the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the
Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities
of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a
Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering.


 






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2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to
be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires
to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered
offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2
hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has
been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of
Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:


 


(a) if the Registration
or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or
registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which
can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable
Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable
Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the
Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or
a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or
entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of
Securities;


 






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(b)
if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other
equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold
without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities
pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested
be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included
in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of
Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate
written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder,
which can be sold without exceeding the Maximum Number of Securities; and


 


(c)
if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable
Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering
securities in the priority set forth in Section 2.1.5.


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an
Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to
withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback
Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus
supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good
faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in
no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the
Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.


 






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2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration
effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 


2.3
Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade
or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director
or (c) Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree
to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those
included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period
(or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted
by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute
a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions
as all such Holders). The provisions of this Section 2.3 shall only be applicable to a Holder if all officers, directors and greater
than five percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or
terminated with respect to any of the securities of any such officer, director or greater than five percent stockholder (in any such case
of waiver or termination, such securities being the “Released Securities”), the restrictive provisions contemplated
by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage of securities
of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable officer, director
or greater than five percent stockholder.


 


2.4
Block Trades; Other Coordinated Offerings.


 


2.4.1 Notwithstanding any
other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective
Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not
involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or
distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x)
with a total offering price reasonably expected to exceed $50 million in the aggregate or (y) with respect to all
remaining Registrable Securities held by the Demanding Holder; provided that the total offering price is reasonably expected
to exceed $10 million in the aggregate, then such Demanding Holder only needs to notify the Company of the Block Trade or Other
Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its
commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding
Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering
shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents
prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering
documentation related to the Block Trade or Other Coordinated Offering.


 






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2.4.2
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers,
sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3
Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to this Agreement.


 


2.4.4
The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,
sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one
or more reputable nationally recognized investment banks).


 


2.4.5
A Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this
Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected
pursuant to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4
hereof.


 


ARTICLE
III


 


COMPANY PROCEDURES


 


3.1
General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable
efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities,
which Registration Statement shall include a plan of distribution that includes any method of distribution that a Holder that holds at
least three percent (3.0%) of the Registrable Securities registered on such Registration Statement, may reasonably request prior to the
filing of such Registration Statement, and use its commercially reasonable efforts to cause such Registration Statement to become effective
in accordance with Section 2.1, including filing a replacement Registration Statement, if necessary, and remain effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or have ceased to be Registrable Securities;


 




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3.1.2
 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or furnished
with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);


 


3.1.4
prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the
Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions
in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan
of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration
or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5
cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the
Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 






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3.1.7
 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce
the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable
Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein);


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 


3.1.10
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or
sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit
a representative of the Holders (such representative to be selected by a majority of the Holders), the Underwriters or other financial
institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration,
if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s
or entity’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution,
attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters
or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to
the release or disclosure of any such information;


 


3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such
Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested
by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such
matters of the type customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter
may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 






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3.1.12 in the event of an
Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to
such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to the extent
customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes of
such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the
Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters;


 


3.1.13
in the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering, to the extent reasonably requested
by the Underwriter, broker, placement agent or sales agent engaged for such offering, allow the Underwriter, broker, placement agent or
sales agent to conduct customary “underwriter’s due diligence” with respect to the Company;


 


3.1.14
in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or
sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.15
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in
effect);


 


3.1.16
with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in such Underwritten Offering; and


 


3.1.17
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating
Holders, consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,
broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all fees
and expenses of any legal counsel representing the Holders (as well as any attorney, consultants or consultant retained by the Holders
under Section 3.1.10).


 




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3.3
 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the
contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel,
that it is necessary to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter
to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to
sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements
approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales,
distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result
of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.


 


3.4
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed.


 


3.4.2
Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or
(c) in the good faith judgment of the majority of the Board such Registration, upon the advice of legal counsel, be seriously detrimental
to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or
continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify
the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities
may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall as promptly as practical
notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 




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3.4.3
 Subject to Section 3.4.4, (a) during the period starting with the date forty five (45) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated
Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain
the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly
underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered
offering pursuant to Section 2.1.4 or 2.4.


 


3.4.4
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than
ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve (12)-month
period.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly
filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to
this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell or otherwise dispose of shares of Common Stock held by such
Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE
IV


 


INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1 The Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees, advisors,
representatives, members and agents and each person or entity who controls such Holder (within the meaning of the Securities Act),
against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and
documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or
incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in
writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and
directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as
provided in the foregoing with respect to the indemnification of the Holder.


 






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4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
(or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”)
and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls
the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including,
without limitation, reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of
material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the
case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3 Any person or entity
entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which
it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or
in addition to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to
any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to
pay the fees and expenses of more than one counsel (and one local counsel in each applicable jurisdiction) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any
settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party
pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part
of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 






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4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person
or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities
participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution
to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5
If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission),
such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal
or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty
of such fraudulent misrepresentation.


 






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ARTICLE
V


 


MISCELLANEOUS


 


5.1 Notices. Any
notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the
party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by
courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or
communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the
case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Waldencast plc, 10 Bank
Street, Suite 560, White Plains, NY 10606, Attention: Tassilo Festetics or by email: tassilo@waldencast.com, and, if to any Holder,
at such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records.
Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and
such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2
Assignment; No Third Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


5.2.2
Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that with respect to the Target Holders, the Investor Stockholders, the Director Holders and the Sponsor, the rights hereunder that are
personal to such Holders may not be assigned or delegated in whole or in part, except that (i) each of the Target Holders shall be
permitted to transfer its rights hereunder as the Target Holders to one or more affiliates or any direct or indirect partners, members
or equity holders of such Target Holder (it being understood that no such transfer shall reduce or multiply any rights of such Target
Holder or such transferees), (ii) each of the Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor
Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such Investor Stockholder (it
being understood that no such transfer shall reduce or multiply any rights of such Investor Stockholder or such transferees) and (iii)
the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners,
members or equity holders of the Sponsor (including the Sponsor Members), which, for the avoidance of doubt, shall include a transfer
of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members (it being understood that
no such transfer shall reduce or multiply any rights of the Sponsor or such transferees).


 


5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4
This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 5.2.


 




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5.2.5
 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder
in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2
shall be null and void.


 


5.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK


 


5.5
TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6 Amendments and
Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable
Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of
such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor and
its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; provided, further,
that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Investor
Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the aggregate, at least five percent (5%) of
the outstanding shares of Common Stock of the Company; provided, further, that notwithstanding the foregoing, any
amendment hereto or waiver hereof shall also require the written consent of each Target Holder so long as such Target Holder and its
respective affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company;
and provided, further, that any amendment hereto or waiver hereof that adversely affects one Holder, solely in its
capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders
(in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and
any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under
this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of
any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or
remedies hereunder or thereunder by such party.


 






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5.7
Other Registration Rights. Other than (i) the Third-Party Investor Stockholders who have registration rights with respect
to their Investor Shares pursuant to their respective Subscription Agreements and (ii) as provided in the Warrant Agreement, dated as
of March 15, 2021, between the Company and Continental Stock Transfer & Trust Company, the Company represents and warrants that no
person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the
Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities
for its own account or for the account of any other person or entity. The Company hereby agrees and covenants that it will not grant rights
to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are
more favorable, pari passu or senior to those granted to the Holders hereunder without (a) the prior written consent of (i) the Sponsor,
for so long as the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock
of the Company, (ii) an Investor Stockholder, for so long as such Investor Stockholder and its affiliates hold, in the aggregate, at least
five percent (5%) of the outstanding shares of Common Stock of the Company, and (iii) a Target Holder, for so long as such Investor Stockholder
and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; or (b)
granting economically and legally equivalent rights to the Holders hereunder such that the Holders shall receive the benefit of such more
favorable or senior terms and/or conditions. Further, the Company represents and warrants that this Agreement supersedes any other registration
rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail; for the avoidance of doubt, in the event of any conflict, this Agreement
shall supersede Section 8 of the Subscription Agreement of any Holder that is party to such Subscription Agreement with respect to such
Holder’s Investor Shares.


 


5.8 Term. This
Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement and (b) with
respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 


5.9
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


5.10 Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject
to the prior written consent of each of the Sponsor, each Investor Stockholder and each Target Holder (in each case, so long as such
Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the
Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date
hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an
executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a
“Joinder”). Such Joinder shall specify the rights and obligations of the applicable Additional Holder
under this Agreement. Upon the execution and delivery and subject to the terms of a Joinder by such Additional Holder, the Common
Stock then owned, or underlying any rights then owned, by such Additional Holder (the “Additional Holder Common
Stock”) shall be Registrable Securities to the extent provided herein and therein and such Additional Holder shall be
a Holder under this Agreement with respect to such Additional Holder Common Stock.


 


5.11
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


5.12
Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon
the Closing, the Original RRA shall no longer be of any force or effect.


 


[SIGNATURE PAGES FOLLOW]


 




    24


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	WALDENCAST plc
	 	a public limited company incorporated under the laws of Jersey
	 	 
	 	By:	 
	 	 	Name: 	              
	 	 	Title:	 
	 	 
	 	HOLDERS:
	 	 
	 	WALDENCAST LONG-TERM CAPITAL LLC
	 	a Cayman Islands limited liability company
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	[Entity Target Holders]
	 	a [●]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 
	 	[Individual Target Holders]
	 	 
	 	[Entity Investor Stockholder]
	 	a [●]



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 






     


     


    

 


	 	By:
	 	 	Name: 	                 
	 	 	Title:	 
	 	 	 
	 	 
	 	[Individual Investor Stockholders]



 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




     


     


    

 


Schedule 1


 


Target Holders


 


[TO COME]


 




     


     


    

 


Schedule 2


 


Investor Stockholders


 


[TO COME]


 




     


     


    

 


Exhibit A


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing
and delivering this joinder (this “Joinder”)
pursuant to the Amended and Restated Registration Rights Agreement, dated as of [●], 2021 (as the same may hereafter be amended,
the “Registration Rights Agreement”), among
Waldencast plc, a public limited company incorporated under the laws of Jersey (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 
	 	Address:	            
	 	 
	 	 



 


Agreed and Accepted as of

____________, 20__


 


	Waldencast plc 	 
	 	 
	By:	              	 
	Name: 	 	 
	Its: