Exhibit 10.9


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of March 15, 2021.


 


Between:


 


		(1)	WALDENCAST ACQUISITION Corp.,
an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands (the “Company”); and



 


		(2)	Hind Sebti (“Indemnitee”).



 


Whereas:


 


		(A)	Highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims
and actions against them arising out of their service to and activities on behalf of such companies;



 


		(B)	The board of directors of the Company (the “Board”) has determined that, in order to attract and retain
qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect
persons serving the Company and any of its subsidiaries from certain liabilities. Although the furnishing of such insurance has
been a customary and widespread practice among publicly traded companies and other business enterprises, the Company believes that,
given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with
more exclusions. At the same time, directors, officers and other persons in service to companies or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise itself. The amended and restated memorandum and articles of association
of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company.
The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect
to indemnification, hold harmless, exoneration, advancement and reimbursement rights;



 


		(C)	The uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;



 


		(D)	The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best
interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased
certainty of such protection in the future;



 






    


     


    

 


		(E)	It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate
and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they
will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;



 


		(F)	This Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;



 


		(G)	Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection,
and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and



 


NOW, THEREFORE, in consideration of the premises and the covenants
contained herein and subject to the provisions of the letter agreement dated as of March 15, 2021 between the Company, Indemnitee
and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


		1	SERVICES TO THE COMPANY



 


In consideration of the Company’s covenants
and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any
other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee
tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue
in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity
of the Company, as provided in Section ‎17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments
of the parties, if any.


 


		2	DEFINITIONS



 


As used in this Agreement:


 


		2.1	References to “agent” shall mean any person who is or was a director, officer or employee of the Company
or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving
in such capacity as a director, officer, employee, advisor, fiduciary or other official of another company, corporation, partnership,
limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent
the interests of the Company or a subsidiary of the Company.



 






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		2.2	The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.



 


		2.3	A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:



 


		(a)	Acquisition of Shares by Third Party. Other than an affiliate of Waldencast Long-Term Capital LLC, any Person (as defined
below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%)
or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election
of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results
solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors,
or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute
a Change in Control under part (c) of this definition;



 


		(b)	Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose
election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds
of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously
so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority
of the members of the Board;



 


		(c)	Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who
were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination
(including, without limitation, a company or corporation which as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of
directors; (2) other than an affiliate of Waldencast Long-Term Capital LLC, no Person (excluding any company or corporation resulting
from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined
voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving company
or corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority
of the Board of Directors of the company or corporation resulting from such Business Combination were Continuing Directors at the
time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;



 






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		(d)	Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement
or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other
than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the
Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or



 


		(e)	Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange
Act, whether or not the Company is then subject to such reporting requirement.



 


		2.4	“Corporate Status” describes the status of a person who is or was a director, director nominee, officer,
trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as
defined below) which such person is or was serving at the request of the Company.



 


		2.5	“Delaware Court” shall mean the Court of Chancery of the State of Delaware.



 


		2.6	“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.



 


		2.7	“Enterprise” shall mean the Company and any other company, corporation, constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries)
is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary,
employee or agent.



 


		2.8	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



 


		2.9	“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements,
obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for
time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Company or any third party. Expenses also shall
include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the principal,
premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.



 






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		2.10	“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



 


		2.11	References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the Company” shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.



 


		2.12	The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as
in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
(as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any
corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership
of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company
or of a Subsidiary of the Company or of a company or corporation owned directly or indirectly by the shareholders of the Company
in substantially the same proportions as their ownership of shares of the Company.



 


		2.13	The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as
a director, director nominee or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request
of the Company as a director, director nominee or officer, trustee, general partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is
incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.



 






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		2.14	The term “Subsidiary,” with respect to any Person, shall mean any company, corporation, limited liability
company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by that Person.



 


		3	INDEMNITY IN THIRD-PARTY PROCEEDINGS



 


To the fullest extent permitted by applicable law
and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise)
in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s
conduct was unlawful.


 


		4	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To the fullest extent permitted by applicable law
and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise)
in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4
in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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		5	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



 


Notwithstanding any other provisions of this Agreement
except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or
a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter
therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law
and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly
successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related
to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


		6	INDEMNIFICATION FOR EXPENSES OF A WITNESS



 


Notwithstanding any other provision of this Agreement
except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent
in any Proceeding to which Indemnitee is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent
permitted by applicable law and the Articles, be indemnified, held harmless and exonerated against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


		7	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


		7.1	Notwithstanding any limitation in Section 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted
by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration
rights shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
duties to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or
a knowing violation of applicable law.



 






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		7.2	Notwithstanding any limitation in Section 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent permitted
by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding.



 


		8	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY



 


		8.1	To the fullest extent permissible under applicable law and the Articles, if the indemnification, hold harmless and/or exoneration
rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company,
in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred
by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and
relinquishes any right of contribution it may have at any time against Indemnitee.



 


		8.2	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or
would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against
Indemnitee.



 


		8.3	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.



 


		9	EXCLUSIONS



 


The Company shall not be obligated under this Agreement
to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


		(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or
advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount
actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;



 






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		(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or
common law; or



 


		(c)	prior to a Change in Control, other than as provided in Sections 14.5 and 14.6 hereof, in connection with any Proceeding (or
any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding
(or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration
payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.



 


		10	ADVANCES OF EXPENSES; DEFENSE OF CLAIM



 


		10.1	Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited
by applicable law or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee
to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the
Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding.
Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall be made without regard to
Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified,
held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses
incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in
advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or
on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to
be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise. This Section 10.1
shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded
pursuant to Section 9.



 


		10.2	The Company will be entitled to participate in the Proceeding at its own expense.



 


		10.3	The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.



 






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		11	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		11.1	Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless
or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not
relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.



 


		11.2	Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.



 


		12	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION



 


		12.1	A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be
made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to
the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders by ordinary resolution. The Company
will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall
reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to
hold Indemnitee harmless therefrom.



 






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		12.2	In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1
hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent
Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may,
within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so
made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days
after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel
shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of
any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due
commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).



 


		12.3	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.



 


		13	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS



 


		13.1	In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome
that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has
met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel)
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct.



 






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		13.2	If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall,
to the fullest extent permitted by applicable law and the Articles, be entitled to such indemnification, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable
time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to
entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or
information relating thereto.



 


		13.3	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.



 


		13.4	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on
the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner,
manager or managing member or on information or records given or reports made to the Enterprise, its Board, any committee of the
Board or any director, trustee, general partner, manager or managing member by an independent certified public accountant or by
an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any
way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth
in this Agreement.



 


		13.5	The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member,
fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.



 






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		14	REMEDIES OF INDEMNITEE



 


		14.1	In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Articles, is not
timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been
made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely
manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is
not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment
to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10)
days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware
Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and
Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without
regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right
to seek any such adjudication or award in arbitration.



 


		14.2	In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, exonerated and to receive advances of Expenses under this Agreement and the Company shall have the
burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses,
as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this
Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this
Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination
is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted
or lapsed).



 


		14.3	If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.



 






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		14.4	The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.



 


		14.5	The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles
against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written
request) pay to Indemnitee, to the fullest extent permitted by applicable law and the Articles, such Expenses which are incurred
by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce Indemnitee’s
rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement
or contribution agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance
policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as
the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).



 


		14.6	Interest shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and Indemnitee for amounts which
the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.



 


		15	SECURITY



 


Notwithstanding anything herein to the contrary except
for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time
provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


 






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		16	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION



 


		16.1	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced
or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision,
permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently
under the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically
be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No right or remedy
herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other right or remedy.



 


		16.2	The Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such
capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether
or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement,
as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in
any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided
herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the
rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.



 


		16.3	To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which
such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing
member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.



 






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		16.4	In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.



 


		16.5	The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or
was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing
such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue
or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against
any person or entity other than the Company.



 


		17	DURATION OF AGREEMENT



 


All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee,
partner, manager, managing member, fiduciary, employee or agent of any other company, corporation, partnership, joint venture,
trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter
so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced
by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee
is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be
provided under this Agreement.


 


		18	SEVERABILITY



 


If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the
intent manifested thereby.


 






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		19	ENFORCEMENT AND BINDING EFFECT



 


		19.1	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it
hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.



 


		19.2	Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.



 


		19.3	The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or
assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.



 


		19.4	The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.



 


		19.5	The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled.
The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds
or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may
be required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond
or undertaking.



 






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		20	MODIFICATION AND WAIVER



 


No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing
waiver.


 


		21	NOTICES



 


All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and received for
by the party to whom said notice or other communication shall have been directed, on such delivery, or (ii) if mailed by certified
or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


		(a)	If to Indemnitee, at the address indicated on the signature page of this Agreement or such other address as Indemnitee shall
provide in writing to the Company.



 


		(b)	If to the Company, to:



Waldencast Acquisition Corp.

10 Bank Street, Suite 560



White Plains, NY 10606

Attn: Chief Executive Officer



With copies, which shall not constitute notice, to:


 


Skadden, Arps, Slate, Meagher &
Flom LLP

525 University Ave.

Palo Alto, CA 94301

Attn: Gregg A. Noel, Esq.



or to any other address as may have been furnished to Indemnitee in writing by the Company.


 


		22	APPLICABLE LAW AND CONSENT TO JURISDICTION



 


This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Except with respect to
any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other
country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising
out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


 






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		23	IDENTICAL COUNTERPARTS



 


This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this Agreement.


 


		24	MISCELLANEOUS



 


Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


		25	PERIOD OF LIMITATIONS



 


No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim
or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action
within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable
to any such cause of action such shorter period shall govern.


 


		26	ADDITIONAL ACTS



 


If for the validation of any of the provisions in
this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution,
approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfil its obligations under
this Agreement.


 


		27	WAIVER OF CLAIMS TO TRUST ACCOUNT



 


Indemnitee hereby agrees that it does not have any
right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established
in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such
offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the
Company and will not seek recourse against such trust account for any reason whatsoever.


 


		28	INTERPRETATION



 


In this Agreement:


 


		(a)	“written” and “in writing” include all modes of representing or reproducing words in visible form,
including in the form of an Electronic Record;



 


		(b)	“shall” shall be construed as imperative and “may” shall be construed as permissive;



 


		(c)	references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified,
re-enacted or replaced;



 


		(d)	any phrase introduced by the terms “including”, “include”, “in particular” or any similar
expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;



 


the term “and/or” is used herein to mean
both “and” as well as “or. ” The use of “and/or” in certain contexts in no respects qualifies
or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted
to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context
otherwise requires).


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	By:	/s/ Hind Sebti
	 	 	Name:	Hind Sebti
	 	 	Address: 	 c/o Waldencast Acquisition Corp.
	 	 	10 Bank Street, Suite 560
	 	 	White Plains, NY 10606
	 	 	 
	 	WALDENCAST ACQUISITION CORP. 
	 	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name:	Michel Brousset
	 	 	Title:	Authorized Signatory



 


[Signature Page to D&O’s Indemnity Agreements]