Exhibit 10.6


 


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)	Michel
                                         Brousset (“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.



 






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		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.



 


		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.


 






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		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
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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/ Michel Brousset
	 	 	Name: 	Michel Brousset
	 	 	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]