Exhibit 4.1


 


AMENDMENT OF

WARRANT AGREEMENT


 


THIS
AMENDMENT OF WARRANT AGREEMENT (this “Amendment”), is made as of December 1, 2022 (the “Amendment
Effective Date”), by and among Waldencast plc, a Jersey public company (f/k/a Waldencast Acquisition Corp., a Cayman Islands
exempted company) (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as
Warrant Agent (“Continental”), and American Stock Transfer & Trust Company, LLC a New York limited
liability trust company (“AST”).


 


WHEREAS,
the Company and Continental are parties to that certain Warrant Agreement, dated as of March 15, 2021 (the “Existing Warrant
Agreement”);


 


WHEREAS,
capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;


 


WHEREAS,
Continental has agreed to resign its duties as the Warrant Agent as of the date hereof, and AST has agreed to serve as successor Warrant
Agent from and after the date hereof; and


 


WHEREAS,
pursuant to Section 8.2 of the Existing Warrant Agreement, if the office of the Warrant Agent becomes vacant, then the Company shall appoint
in writing a successor Warrant Agent.


 


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


 


1. Warrant
Agent Succession and Resignation of Current Warrant Agent and Appointment of Successor. Effective as
of the Amendment Effective Date, Continental resigns as Warrant Agent, and the Company hereby appoints AST to act as the Warrant Agent,
and AST hereby accepts such appointment and agrees to perform all duties of the Warrant Agent in accordance with the terms and conditions
set forth in the Existing Warrant Agreement as modified by this Amendment.


 


2. Amendment
of Existing Warrant Agreement.  The parties hereby amend, the Existing Warrant Agreement as follows:



 


2.1 Change
in Warrant Agent. All References to “Continental Stock Transfer & Trust Company” in the Existing Warrant Agreement
shall be replaced with “American Stock Transfer & Trust Company.”


 






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2.2 Change
of Address of Warrant Agent and Company. The second paragraph of Section 9.2 of the Existing Warrant Agreement is hereby amended and
restated in its entirety to read as follows:


 


“Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:


 


American Stock Transfer & Trust Company


48 Wall Street


New York, NY 10005


Email: Reorgwarrants@astfinancial.com


  


		3.	Miscellaneous Provisions.



 


3.1 Conflicts.
Except as modified herein, all other terms and conditions of the Existing Warrant Agreement shall remain in full force and effect. In
the event of any inconsistency between the terms of the Existing Warrant Agreement and this Amendment, the terms of this Amendment shall
govern


 


3.2 Successors. All
the covenants and provisions of this Amendment by or for the benefit of the parties shall bind and inure to the benefit of their respective
successors and assigns.


 


3.3 Applicable
Law. The validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by
the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction


 


3.4 Entire
Agreement.  The Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties
and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied,
relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby
canceled and terminated.


 


3.5 Counterparts.
 This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


[Signature
page follows]


 



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


 


	 	WALDENCAST PLC


 


	 	By:	/s/ Michel Brousset
	 	 	Name: Michel Brousset
	 	 	Title: Chief Executive Officer


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY 


 


	 	By:	/s/ Leicia Savinetti
	 	 	Name: Leicia Savinetti


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY


 


	 	By:	/s/ Margot Jordan
	 	 	Name: Margot Jordan


 


[Signature Page to Amendment
of Warrant Agreement]