Exhibit 10.10


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of March 1, 2021, by
and between Waldencast Acquisition Corp., a Cayman Islands exempted limited company (the “Company”),
and the party listed as the purchaser on the signature page hereof (the “Purchaser”).


 


Recitals


 


WHEREAS, the Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-1 (such registration statement, as may be amended from time to time, including to reflect changes
in terms, the “Registration Statement”) for its initial public offering
(“IPO”) of 25,000,000 units (or 28,750,000 units in the aggregate if
the underwriters exercise their over-allotment in full) (the “Public Units”)
at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value $0.0001 per share
(the “Class A Share(s)”), and one-third of one redeemable warrant,
where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the
“Warrant(s)”);


 


WHEREAS, the Company’s
sponsor, Waldencast Long-Term Capital LLC, has agreed to purchase an aggregate of 4,666,667 warrants (or 5,166,667 warrants if
the underwriters’ over-allotment option is exercised in full) at a price of $1.50 per warrant in a private placement that
will close simultaneously with the closing of the IPO (the “Private Placement Warrants”);


 


WHEREAS, following the
closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell,
and the Purchaser shall purchase, on a private placement basis, the number of Class A Shares as determined pursuant to Section
1(a)(ii) hereof (the “Forward Purchase Shares”) and the number of Warrants
as determined pursuant to Section 1(a)(ii) hereof (the “Forward Purchase Warrants” and, collectively with the
Forward Purchase Shares and the Class A Shares underlying the Forward Purchase Warrants, the “Forward Purchase Securities”)
on the terms and conditions set forth herein; and


 


WHEREAS, the Company
has entered into an agreement (the “Sponsor Forward Purchase Agreement”) with Waldencast Long-Term Capital,
LLC (the “Sponsor”) and Dynamo Master Fund, an affiliate of our Sponsor (together with the Sponsor, the “Sponsor
FPA Parties”), for the purchase by the Sponsor FPA Parties of 13,000,000 Class A Shares (or, if the Sponsor FPA Parties
exercise their option, up to 16,000,000 Class A Shares) and 4,333,333 Warrants (or, if the Sponsor FPA Parties exercise their option,
up to 5,333,333 Warrants) immediately prior to the Business Combination Closing;


 






     


     


    

 


WHEREAS, proceeds from
the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be
deposited into a trust account for the benefit of the holders of the Public Units (the “Trust Account”), as
described in the Registration Statement; and


 


WHEREAS, the amounts
available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity
or debt financing obtained by the Company in connection with the Business Combination (the “Available Cash”),
together with the proceeds from the sale of the Forward Purchase Securities (including the Sponsor Forward Purchase Agreement),
will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses
and retaining amounts specified in the definitive agreement for the Business Combination to be retained for use by the post-Business
Combination company for working capital or other purposes (the “Cash Requirements”).


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


1. Sale
and Purchase.


 


(a) Forward
Purchase Securities.


 


(i) Subject
to Section 1(a)(ii), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, (1)
the number of Forward Purchase Shares which is the quotient of (x) the amount of capital committed by the Purchaser and allocated
to this Agreement (the “Capital Commitment”) as determined pursuant to Section 1(a)(ii) hereof, which amount
shall be no more than $173,000,000, and (y) $10.00, the “Number of Forward Purchase Shares,” plus (2)
the number of Forward Purchase Warrants which is the product of (x) the number of Forward Purchase Shares as determined by clause
(1) and (y) 1/3, the “Number of Forward Purchase Warrants,” for an aggregate purchase price of $10.00 multiplied
by the number of Forward Purchase Shares issued and sold hereunder (the “FPS Purchase Price”). No fractional
Forward Purchase Warrants will be issued and, upon issuance, the Number of Forward Purchase Warrants shall be rounded down to the
nearest whole number of Warrants.


 


(ii) The
Purchaser’s Capital Commitment shall be determined as follows:


 


		(1)	As soon as reasonably practicable, but in no event
less than ten (10) Business Days prior to the Company’s entry into a definitive agreement, the Company shall provide the
Purchaser with notice (the “Company Notice”) of the Company’s initial Business Combination, including
the estimated amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash.



 






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		(2)	Within five (5) Business Days of receipt of the Company Notice, the Purchaser shall provide the Company with an allocation
notice (the “Allocation Notice”) with its determination, based on the Cash Requirements, of the amount, if any,
of the Purchaser’s Capital Commitment.



 


(iii) Each
Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (the “Public
Warrants”), and will be subject to the terms and conditions of the Warrant Agreement to be entered into between
the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant
Agreement”). Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a
price of $11.50 per share, subject to adjustment as described in the Warrant Agreement and only whole Forward Purchase Warrants
will be exercisable. The Forward Purchase Warrants will become exercisable on the later of thirty (30) days after the Business
Combination Closing and twelve (12) months from the IPO Closing, and will expire five (5) years after the Business Combination
Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.


 


(iv) The
Company shall deliver written notice to the Purchaser as early as practicable, and in any case at least eleven (11) Business Days
before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business
Combination Closing, the aggregate FPS Purchase Price (as determined in accordance with the Allocation Notice) and instructions
for wiring the FPS Purchase Price to an account (the “Escrow Account”)
of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow
Agent”), pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow
Agreement”). At least two (2) Business Days before the anticipated date of the Business Combination Closing specified
in such written notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in
such written notice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not
occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will
provide that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price; provided that the return
of the FPS Purchase Price placed in escrow shall not terminate this Agreement or otherwise relieve either party of any of its obligations
hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts to effect the funding of
the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination. For the
purposes of this Agreement, “Business Day” means any day, other than
a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required
by law or regulation to close in the City of New York, New York.


 


(v) The
closing of the sale of the Forward Purchase Securities (the “FPS Closing”)
shall be held on the same date as, and immediately prior to, the Business Combination Closing (such date being referred to as the
“Closing Date”). At the FPS Closing, the Company will issue to the
Purchaser the Forward Purchase Securities, each registered in the name of the Purchaser, against (and concurrently with) release
of the FPS Purchase Price by the Escrow Agent to the Company.


 






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(b) Delivery
of Forward Purchase Securities.


 


(i) The
Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder in the
register of members of the Company, and with the Company’s transfer agent by book entry on or promptly after (but in no event
more than two (2) Business Days after) the date of the FPS Closing.


 


(ii) Each
register and book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation, and
each certificate (if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in
substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c) Legend
Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being
in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), then at the Purchaser’s request, the Company will, at its sole expense, cause the Company’s
transfer agent to remove the legend set forth in Section 1(b)(ii) hereof. In connection therewith, if required by the Company’s
transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent,
together with any other authorizations, certificates and directions required by the transfer agent, that authorize and direct the
transfer agent to transfer such Forward Purchase Securities without any such legend; provided, however, that the
Company shall not be required to deliver any such opinion, authorization or certificate or direction if it reasonably believes
that removal of the legend could reasonably be expected to result in or facilitate transfers of Forward Purchase Securities in
violation of applicable law.


 


(d) Registration
Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set forth on Exhibit
A (the “Registration Rights”).


 


2. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to
the Company as follows, as of the date hereof:


 


(a) Organization
and Power. The Purchaser is an exempted company duly incorporated and validly existing and in good standing as an exempted
company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently
conducted and as proposed to be conducted.


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained
in the Registration Rights may be limited by applicable federal or state securities laws.


 






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(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 


(d) Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by
the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal
or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material
adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 


(e) Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to
the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, and that the
Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of
law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking,
agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with
respect to any of the Forward Purchase Securities in violation of law. If the Purchaser was formed for the specific purpose of
acquiring the Forward Purchase Securities, each of its equity owners is an accredited investor as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f) Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering and sale of the Forward Purchase Securities, as well as the terms of the IPO, with
the Company’s management.


 


(g) Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not been,
and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase
Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify
the Forward Purchase Securities, or any Class A Shares which the Forward Purchase Securities may be converted into or exercised
for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner
of sale, the holding period for the Forward Purchase Securities, and requirements relating to the Company which are outside of
the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges
that the Company filed the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the
Forward Purchase Securities hereunder is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able
to rely on the protection of Section 11 of the Securities Act with respect to such offering of the Forward Purchase Securities.


 






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(h) No
Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the
Company has made no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(i) High
Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree
of risk which could cause the Purchaser to lose all or part of its investment.


 


(j) Accredited
Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.


 


(k) Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code
of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this Agreement, including
(i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Forward
Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase
Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


(l) No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(m) Residence.
The principal place of business of the Purchaser is the office located at the address of the Purchaser set forth on the signature
page hereof.


 






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(n) Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material
non-public information relating to the Company.


 


(o) Adequacy
of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(p) Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to
its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO.


 


(q) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf
of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser
and the offering, sale and purchase of the Forward Purchase Securities, and the Purchaser Parties disclaim any such representation
or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement
and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying
upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any
of the Company’s affiliates (collectively, the “Company Parties”).


 


3. Representations
and Warranties of the Company


 


. The Company represents and warrants to
the Purchaser as follows:


 


(a) Incorporation
and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing as an exempted
company under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently
conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b) Capitalization.
The authorized share capital of the Company consists, as of the date hereof, of:


 


(i) 500,000,000
Class A Shares, none of which are issued and outstanding;


 


(ii) 50,000,000
Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”),
7,187,500 of which are issued and outstanding; and all of the outstanding Class B Shares have been duly authorized, are fully paid
and nonassessable and were issued in compliance with all applicable laws; and


 


(iii) 1,000,000
preference shares, none of which are issued and outstanding.


 






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(c) Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the
Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable
upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable.
All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this
Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the FPS Closing, and the
issuance and delivery of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward
Purchase Securities has been taken or will be taken prior to the FPS Closing, as applicable. This Agreement, when executed and
delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company
in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or
(iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or
state securities laws.


 


(d) Valid
Issuance of Forward Purchase Securities.


 


(i) The
Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement and the Company’s memorandum and articles of association (the “Charter”), and registered in the register
of members of the Company, and the Class A Shares issuable upon conversion or exercise of the Forward Purchase Warrants, when
issued in accordance with the terms of the Forward Purchase Warrants, this Agreement and the Warrant Agreement, and registered
in the register of members of the Company, will be validly issued, fully paid and nonassessable and free of all preemptive or similar
rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions
on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or
imposed by the Purchaser. The Forward Purchase Warrants, when issued, sold and delivered in accordance with the terms and for the
consideration set forth in this Agreement will constitute valid and binding obligations of the Company, enforceable in accordance
with their terms as of the FPS Closing. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject
to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable
federal and state securities laws.


 


(ii) No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined
below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)—(iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions
contemplated by this Agreement, except for any filings pursuant to Regulation D of the Securities Act, applicable state securities
laws, and pursuant to the Registration Rights.


 






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(f) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions of its Charter
or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which
the Company is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which the Company is bound,
(iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which the Company is bound or
(v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause
(i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this
Agreement.


 


(g) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations
other than organizational activities and activities in connection with the IPO and offerings of its securities.


 


(h) Foreign
Corrupt Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other
Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any
direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(i) Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws,
rules and regulations, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot
Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(j) Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as
such.


 


(k) No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either
directly or indirectly, including through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Securities.


 


(l) Issuance
Totals. Prior to or concurrently with the execution and delivery of this Agreement the Company has or is entering into the
Sponsor Forward Purchase Agreement.


 






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(m) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be
deemed to make any other express or implied representation or warranty with respect to the Company, the offering, sale and purchase
of the Forward Purchase Securities, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation
or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement
and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying
upon any other representations or warranties that may have been made by any of the Purchaser Parties.


 


4. Additional
Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a) Trust
Account.


 


(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account
for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that
it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the
Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may
have in respect of any Class A Shares issued in the IPO (the “Public Shares”)
held by it.


 


(ii) The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall not pursue such Claim against the Trust Account or against the property or any monies in the Trust Account, except for redemption
and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(b) No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 4(b), “Short Sales” shall include,
without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and all types
of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements),
forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and
other transactions through non-U.S. broker dealers or foreign regulated brokers.


 






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(c) Allocation
Notice. The Purchaser shall deliver the Allocation Notice to the Company as promptly as practicable after the date hereof,
and in any event immediately upon the allocation to this Agreement of capital which has been committed to the Purchaser (in accordance
with all binding obligations of the Purchaser), which in no event shall be later than five (5) Business Days prior to such time
as any definitive agreement with respect to a Business Combination is executed by the Company.


 


5. Additional
Agreements of the Company.


 


(a) No
Material Non-Public Information. The Company agrees that no information provided to the Purchaser in connection with this Agreement
will, upon the IPO Closing, constitute material non-public information of the Company.


 


(b) Nasdaq
Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Shares on The
Nasdaq Stock Market LLC (or another national securities exchange).


 


(c) No
Amendments to Charter. The amended and restated memorandum and articles of association of the Company will be in substantially
the same form of Exhibit B hereto and will not be amended in any material respect prior to the IPO Closing without the Purchaser’s
prior written consent.


 


(d) Initial
Business Combination. The Company acknowledges that the sale of the Forward Purchase Securities is a condition to the completion
of the Business Combination and the Company will use reasonable best efforts to cause such sale.


 


6. FPS
Closing Conditions.


 


(a) The
obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by
applicable laws, may be waived by the Purchaser:


 


(i) The
conditions to the Business Combination Closing (other than the sale of the Forward Purchase Securities) shall have been satisfied;


 


(ii) The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward
Purchase Securities;


 


(iii) The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the
date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;


 






    11


     


    

 


(iv) The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and


 


(v) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


(b) The
obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the
fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Company:


 


(i) The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward
Purchase Securities;


 


(ii) The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as
of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct
would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii) The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 






    12


     


    

 


7. Termination.
This Agreement may be terminated at any time prior to the FPS Closing:


 


(a) by
mutual written consent of the Company and the Purchaser; or


 


(b) automatically


 


(i) if
the IPO is not consummated on or prior to twelve months from the date of this Agreement;


 


(ii) if
the Business Combination is not consummated within 24 months from the IPO Closing, or such later date as may be approved by the
Company’s shareholders in accordance with the Charter; or


 


(iii) if
the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state
insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar
officer is appointed by a court for business or property of the Company, in each case which is not removed, withdrawn or terminated
within sixty (60) days after such appointment.


 


In the event of any
termination of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any), if previously
paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser in accordance with
written instructions provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void
and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided,
however, that nothing contained in this Section 7 shall relieve either party from liabilities or damages arising out of
any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this
Agreement. Section 4(a) shall survive termination of this Agreement.


 


8. General
Provisions.


 


(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, and (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight
prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall
be sent to: Waldencast Acquisition Corp., 10 Bank Street, Suite 560, White Plains, NY 10606, Attn: Michel Brousset, email: michel@waldencst.com,
with a copy to the Company’s counsel at: Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Ave., Palo Alto, CA
94301, Attn: Gregg Noel, Esq., and Michael J. Schwartz, Esq., email: Gregg.noel@skadden.com and Michael.Schwartz@skadden.com, respectively.


 






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All communications to
the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b) No
Finder’s Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor
who assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company,
each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible.
The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature
of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its officers, directors, employees or representatives is responsible.


 


(c) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.


 


(d) Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the Company; provided, however, that Purchaser may
distribute and assign the Forward Purchase Shares and the Forward Purchase Warrants received by Purchase hereunder to its members
and shareholders in accordance with the Purchaser’s organizational documents without the prior written approval of the Company


 


(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.


 


(i) Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws
of the State of New York.


 






    14


     


    

 


(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or
based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New
York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue
of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by
such court.


 


(k) WAIVER
OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of
the Company and the Purchaser.


 


(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied
to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses.
Each of the Company and the Purchaser will be responsible for payment of its own costs and expenses incurred in connection with
the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance
and resale of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 






    15


     


    

 


(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,”
“includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in
masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed
to include the plural and vice versa, unless the context otherwise requires. The words “this
Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.
The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance.
If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the
first representation, warranty, or covenant.


 


(p) Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions
contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto
shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


(r) Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.


 




    16


     


    


 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 





	 	PURCHASER:
	 	 
	 	BEAUTY VENTURES LLC
	 	By: Waldencast Long-Term Capital
	 	Its: Managing Member 
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name:  	Michel Brousset
	 	 	Title: 	Authorized Signatory


 


Address for Notices:


 


c/o Waldencast Acquisition Corp.


10 Bank Street, Suite 560


White Plains, NY 10606


Attn: Michel Brousset


 




     


     


    


 


	 	COMPANY:
	 	 
	 	WALDENCAST ACQUISITION CORP.
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name: 	Michel Brousset
	 	 	Title:	Chief Executive Officer



 




     


     


    


 


Exhibit A


 


Registration Rights


 


1. Within
thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration
statement on Form S-3 for a secondary offering (including any successor registration statement covering the resale of the Registrable
Securities, a “Resale Shelf”) of (x) the Class A Shares and Warrants
(and underlying Class A Shares) comprising the Forward Purchase Securities and (y) any other equity security of the Company issued
or issuable with respect to the securities referred to in clause (x) by way of a share capitalization or share split or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, for so long as such securities
are held by the Purchaser or its assignees under this Agreement (each, a “Holder”),
the “Registrable Securities”) pursuant to Rule 415 under the Securities
Act; provided that if Form S-3 is unavailable for such a registration, the Company shall cause such Resale Shelf to be on
Form S-1 or on another appropriate form and undertake to convert the Resale Shelf to or refile the Resale Shelf on Form S-3 as
soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter,
but in no event later than sixty (60) days after the initial filing of the Resale Shelf, and (iii) to maintain the effectiveness
of such Resale Shelf with respect to the Registrable Securities until the earliest of (A) the date on which such securities are
no longer Registrable Securities and (B) the date all of the Registrable Securities covered by the Resale Shelf can be sold publicly
without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with
Rule 144(c)(1) under the Securities Act.


 


2. The
Holders may, after the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten
Offering Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Resale
Shelf is intended to be conducted through a firm commitment underwritten offering (an “Underwritten
Offering”); provided, however, that the Holders of Registrable Securities may not, without the Company’s
prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $25,000,000
(unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Underwritten
Offerings at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering
within the period commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings
release date for any fiscal quarter or year. In the event of an Underwritten Offering, the Holders representing a majority-in-interest
of the Registrable Securities to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten
Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which
is not to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for any Underwritten Offering pursuant to this
paragraph 2 of this Exhibit A (each, a “Secondary Offering”) advise
the Company and the Holders that, in their good faith opinion, marketing factors require a limitation on the number of securities
that may be included in such Secondary Offering, the number of securities to be so included shall be allocated as follows: (i)
first, to the Holders that have requested to participate in such Secondary Offering, allocated pro rata among such Holders
on the basis of the percentage of the Registrable Securities requested to be included in such Secondary Offering by such Holders,
and (ii) second, to the holders of any other securities of the Company that have been requested to be so included.


 






    A-1


     


    

 


3. Upon
receipt of prior written notice by any Holder that they intend to effect a sale of Registrable Securities held by them as are then
registered pursuant to the Resale Shelf, the Company shall use its reasonable best efforts to cooperate in such sale (whether or
not such sale constitutes an Underwritten Offering), including by amending or supplementing the prospectus related to such Resale
Shelf as may be reasonably requested by such Holder for so long as such Holder holds Registrable Securities.


 


4. In
the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) from registering
all of the Registrable Securities on the Resale Shelf or the Staff requires that any Holder be specifically identified as an “underwriter”
in order to permit such registration statement to become effective, and such Holder does not consent in writing to being so named
as an underwriter in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will
be reduced on a pro rata basis among all Holders to be so included, unless otherwise required by the Staff, so that the number
of Registrable Securities to be registered is permitted by the Staff and such Holder is not required to be named as an “underwriter”;
provided that any Registrable Securities not registered due to this paragraph 4 shall thereafter as soon as allowed by the
SEC guidance be registered to the extent the prohibition no longer is applicable.


 


5. If
at any time the Company proposes to file a registration statement (a “Registration Statement”)
on its own behalf, or on behalf of any Persons other than the Holders who have registration rights (“Other
Holders”), relating to an Underwritten Offering of ordinary shares (a “Company
Offering”), then the Company will provide the Holders with notice in writing (an “Offer
Notice”) at least three (3) Business Days prior to such filing, which Offer Notice will offer to include in the
Registration Statement the Registrable Securities held by each Holder (the “Piggyback
Securities”). Within three (3) Business Days after receiving the Offer Notice, each Holder may make a written
request (a “Piggyback Request”) to the Company to include some or all
of such Holder’s Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise
the Company that, in their good faith opinion, marketing factors require a limitation on the number of securities that may be included
in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Company and
the Other Holders, if any; and (ii) second, to the Holders and any other holders of similar piggyback rights, based pro rata on
the value of the securities requested to be sold in such Company Offering by each requesting holder.


 


6. In
connection with any Underwritten Offering, the Company shall enter into such customary agreements and take all such other actions
in connection therewith (including those requested by Holders representing a majority-in-interest of the Registrable Securities
to be included in such Underwritten Offering) in order to facilitate the disposition of such Registrable Securities as are reasonably
necessary or required, and in such connection enter into a customary underwriting agreement that provides for customary opinions,
comfort letters and officer’s certificates and other customary deliverables.


 






    A-2


     


    

 


7. The
Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain
the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For
purposes of this paragraph 7, “Registration Expenses” shall mean the
out-of-pocket expenses of any Secondary Offering and any Company Offering, including, without limitation, the following: (i) all
registration and filing fees (including fees with respect to filings required to be made with FINRA and any securities exchange
on which the Registrable Securities are then listed); (ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable
Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for
the Company; (v) reasonable fees and disbursements of all independent registered public accountants of the Company; and (vi) reasonable
fees and expenses of one (1) legal counsel selected by Holders representing a majority-in-interest of the Registrable Securities
participating in any such Secondary Offering not to exceed $75,000 per Secondary Offering, but shall not include any incremental
selling expenses relating to the sale of Registrable Securities, such as underwriters’ commissions and discounts, brokerage
fees, underwriter marketing costs and, other than as set forth in clause (vi) of this paragraph 7, the fees and expenses of any
legal counsel representing the Holders; and provided that the Company shall only be responsible for expenses under clause (vi)
with respect to two Secondary Offerings in any consecutive three-hundred sixty-five (365) day-period.


 


8. The
Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Holders a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s
insider trading policy (as if the Holders were covered by such policy) or (ii) materially detrimental to the Company and its shareholders
for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii)
of the preceding sentence may be exercised for a period of not more than ninety (90) days after the date of such notice to the
Holders; provided that such period may be extended for an additional thirty (30) days with the consent of Holders representing
a majority-in-interest of the Registrable Securities, which consent shall not be unreasonably withheld; provided, further,
that such right to suspend the use of a prospectus shall be exercised by the Company not more than once in any twelve (12) month
period. The Holders shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after they have
received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The Holders
may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such
effect (an “End of Suspension Notice”) from the Company to the Holders.
The Company shall act in good faith to permit any suspension period contemplated by this paragraph to be concluded as promptly
as reasonably practicable.


 


9. The
Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt of any Suspension
Notice (provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall
not disclose or use the information contained in such Suspension Notice (including the existence of such Suspension Notice) without
the prior written consent of the Company until such time as the information contained therein is or becomes public, other than
as a result of disclosure by a Holder of Registrable Securities in breach of the terms of this Agreement.


 






    A-3


     


    

 


10. The
Company shall indemnify and hold harmless the Holders, their respective directors and officers, partners, members, managers, employees,
agents, and representatives and each person, if any, who controls a Holder within the meaning of the Securities Act and the Exchange
Act and any agent thereof (collectively, “Indemnified Persons”), to
the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs
(including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or
otherwise, under the Securities Act or otherwise (collectively, “Losses”),
promptly as incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any material
fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement
thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
provided, however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent
that any such Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or
alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person
in writing specifically for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement
thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified
Person, and shall survive the transfer of such securities by the Purchaser.


 


11. The
Company’s obligation under paragraph 1 of this Exhibit A is subject to each Holder’s furnishing to the Company in writing
such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any
amendment or supplement thereto. Each Holder shall indemnify the Company, its officers, directors, managers, employees, agents
and representatives, and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims,
damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained in
the Resale Shelf, the related prospectus, or any amendment 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 or omission is contained in any information so furnished in writing by such Holder expressly for inclusion in
such Resale Shelf, related prospectus or amendment or supplement thereto, as applicable; provided that the obligation to
indemnify shall be individual, not joint and several, and shall be limited to the net amount of proceeds received by the applicable
Holder from the sale of Registrable Securities pursuant to the Resale Shelf.


 


12. The
Company shall cooperate with the Holders, to the extent the Registrable Securities become freely tradable, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders
may reasonably request and registered in such names as each Holder may request.


 


13. If
requested by Holders representing a majority-in-interest of the Registrable Securities, the Company shall as soon as practicable,
subject to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment such information as each
Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required
filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably
requested by Holders representing a majority-in-interest of the Registrable Securities.


 


14. As
long as Registrable Securities are outstanding, the Company, at all times while it shall be reporting 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, unless filed through the SEC’s EDGAR system. The Company further
covenants that it shall take such further action as the Holders may reasonably request, all to the extent required from time to
time, to enable the Holders to sell the Class A Shares and Warrants held by the Holders without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any
legal opinions, to the extent such exemption is available to the Purchaser at such time. 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.


 




    A-4


     


    


 


Exhibit B


 


Form of Amended and Restated Charter
of the Company


 


See attached.


 


 


 


 


 


 


 


 


 


 


 


 


B-1