Exhibit
4.32


 


WAIVER
AND AGREEMENT


 


This
Waiver and Agreement (this “Agreement”), dated as of July 25, 2022, is being provided by Waldencast Acquisition
Corp., a Cayman Islands exempted company and which following the Domestication, shall become Waldencast plc, a Jersey public limited
company (the “Company”), to the undersigned Insider (as defined in the Letter Agreement referred to below)
and shareholder of the Company. Unless otherwise stated herein, capitalized terms used but not defined herein shall have the respective
meanings ascribed to such terms in the Company’s Registration Statement on Form F-4 filed with the Securities and Exchange Commission
by the Company, as amended, effective as of July 6, 2022 (File No. 333-262692) (the “Registration Statement”).


 


WHEREAS,
reference is made to (a) that certain Letter Agreement, dated as of March 15, 2021, by and among the Company (the “Letter
Agreement”), Waldencast Long-Term Capital LLC, a Cayman Islands limited liability company (the “Sponsor”),
and the other individuals party thereto, as supplemented by that certain Joinder to the Letter Agreement, dated as of July 7, 2022 (the
“Letter Agreement Joinder”), by and between the Company and Burwell Mountain PTC LLC, as trustee of Burwell
Mountain Trust (“Burwell”), (b) that certain Warrant Agreement, dated as of March 15, 2021 (the “Warrant
Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose
trust company (“Continental”), (c) that certain Forward Purchase Agreement, dated February 22, 2021, by and
between the Company and each of the purchasers listed on the signature pages thereto, as supplemented by that certain Assignment, Assumption
& Joinder to the Forward Purchase Agreement, dated as of December 20, 2021, by and between the Sponsor and Burwell (together, the
“Forward Purchase Agreement”), (d) that certain Registration Rights Agreement, dated as of March 15, 2021,
by and among the Company, the Sponsor, and the other parties listed on the signature pages thereto, as supplemented by that certain Joinder
to the Registration Rights Agreement, dated as of July 25, 2022, by and between the Company, the Sponsor and Burwell (together, the “IPO
Registration Rights Agreement”), (e) that certain form of Amended and Restated Registration Rights Agreement substantially
in the form filed as Annex I to the Registration Statement (together, the “PubCo Registration Rights Agreement”
and, together with the IPO Registration Rights Agreement, the “Registration Rights Agreements”), by and among
the Company, the Sponsor, Burwell, and the other individuals party thereto (f) that certain Sponsor Support Agreement, dated as of November
15, 2021, by and among the Company, the Sponsor, the directors of the Company whose names appear on the signature pages thereto, and
Obagi Global Holdings Limited, as supplemented by that certain Joinder to the Obagi Sponsor Support Agreement, dated as of July 25, 2022,
by and among the Company, the Sponsor, the directors of the Company whose names appear on the signature pages thereto, Obagi Global Holdings
Limited, and Burwell (together, the “Obagi Sponsor Support Agreement”), (g) that certain Sponsor Support Agreement,
dated as of November 15, 2021, by and among the Company, the Sponsor, the directors of the Company whose names appear on the signature
pages thereto, and Shareholder Representative Services LLC (solely in its capacity as representative of the equityholders of Milk Makeup
LLC), as supplemented by that certain Joinder to the Milk Sponsor Support Agreement, dated as of July 25, 2022, by and among the Company,
the Sponsor, the directors of the Company whose names appear on the signature pages thereto, Shareholder Representative Services LLC
(solely in its capacity as representative of the equityholders of Milk Makeup LLC), and Burwell (together, the “Milk Sponsor
Support Agreement” and, together with the Obagi Sponsor Support Agreement, the “Sponsor Support Agreements”),
(h) that certain Securities Subscription Agreement, dated as of January 12, 2021, by and between the Company and the Sponsor, as supplemented
by that certain Joinder to the Securities Subscription Agreement, dated as of July 25, 2022, by and among the Company, the Sponsor and
Burwell (together, the “Securities Subscription Agreement”), and (i) that certain Working Capital Convertible
Promissory Note, dated as of August 18, 2021, by and between the Company and the Sponsor (the "Working Capital Loan"),
(the agreements and other documents contemplated by clauses (a)-(i), the “Business Combination Agreements”);


 






    


     


    

 


WHEREAS,
prior to the closing of the Business Combination, the Sponsor shall transfer certain Founders Shares and Private Placement Warrants to
Burwell, and (i) pursuant to the Letter Agreement, certain shareholders, including Burwell, have agreed not to Transfer (as such term
is defined in the Letter Agreement) (a) Founder Shares (or Class A ordinary shares issuable upon conversion thereof) or (b) Private Placement
Warrants (or Class A ordinary shares issued or issuable upon the exercise or conversion of the Private Placement Warrants) (the securities
contemplated by clauses (a)-(b) and the Working Capital Loan Warrants (as defined below), the “Letter Agreement Lock-up Securities”)
prior to the expiration of the Lock-up Periods (as defined in the Letter Agreement); (ii) pursuant to the Sponsor Support Agreements,
certain shareholders, including Burwell, have agreed not to transfer any Letter Agreement Lock-up Securities prior to the Expiration
Time (as defined in the Sponsor Support Agreements); and (iii) pursuant to the Securities Subscription Agreement, certain shareholders,
including Burwell, have agreed not to transfer the Founder Shares (or Class A ordinary shares issuable upon conversion thereof) prior
to the expiration of the Founder Shares Lock-up Period (as defined in the Letter Agreement);


 


WHEREAS,
immediately following the closing of the Business Combination, the Sponsor shall transfer certain private placement warrants acquired
pursuant to the Working Capital Loan (the “Working Capital Loan Warrants”) to Burwell and, pursuant to the
Working Capital Loan, the Sponsor Support Agreements and the Letter Agreement, certain shareholders, including Burwell, have agreed not
to transfer any Working Capital Loan Warrants prior to the expiration of the Private Placement Warrants Lock-up Period (as defined in
the Letter Agreement);


 


WHEREAS,
immediately prior to or upon closing of the Business Combination, Burwell shall receive the Forward Purchase Shares (as defined in the
Forward Purchase Agreement) and Forward Purchase Warrants (as defined in the Forward Purchase Agreement) and, pursuant to the Forward
Purchase Agreement, certain shareholders, including Burwell, have agreed not to transfer any (a) Forward Purchase Shares or (b) Forward
Purchase Warrants (or Class A ordinary shares issued or issuable upon the exercise or conversion of the Forward Purchase Warrants) (the
securities contemplated by clauses (a)-(b), the “Forward Purchase Agreement Lock-up Securities” and, together
with the Letter Agreement Lock-up Securities, the “Lock-up Securities”) prior to the expiration of the Lock-up
Period (as defined in the Forward Purchase Agreement); and


 


WHEREAS,
the Company has determined that it is in its best interests and the interests of its shareholders to (i) waive certain restrictions on
transferring and pledging the Lock-up Securities under the Business Combination Agreements on the terms and subject to the conditions
set forth herein and (ii) provide the Collateral Agent (as defined below) with certain rights under the Business Combination Agreements
in connection with the Lien Grant (as defined below) and the Loan (as defined below);


 


NOW,
THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of the undersigned hereby agrees as follows:


 


		1.	Effectiveness.
Following the execution of this Agreement by the Company and Burwell, this Agreement will be effective as to the Company and Burwell
in accordance with Section 12 of the Letter Agreement, Section 8(l) of the Forward Purchase Agreement, Section 3.6 of the Sponsor Support
Agreements, Section 6.5 of the Securities Subscription Agreement, Section 14 of the Working Capital Loan, Section 9.8 of the Warrant
Agreement and Section 5.5 of the Registration Rights Agreements.



 


		2.	Documentation
of Securities Holdings. The Company shall or shall instruct the Company’s transfer agent to provide Burwell and Collateral
Agent with evidence of Burwell’s holdings of the Lock-up Securities on the date such securities are issued or transferred to Burwell
and as may be reasonably requested by Burwell and/or the Collateral Agent from time to time thereafter.



 






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		3.	Waiver.
The restrictions set forth in Section 7(a) and Section 7(b) of the Letter Agreement, Section 4(a) of the Forward Purchase Agreement,
Section 1.2 of the Sponsor Support Agreements, Sections 5.1 and 5.2 of the Securities Subscription Agreement and Section 16 of the Working
Capital Loan, in each case, are hereby waived, solely to the extent necessary to permit (i) the Sponsor and Burwell to pledge or otherwise
hypothecate, or grant a security interest in (any of the foregoing, a “Lien Grant”), up to one hundred percent
(100%) of the Lock-up Securities held by Burwell and any securities that may be issued to or acquired by Burwell after the date of this
Agreement (the securities that are actually subject to such Lien Grant, the “Pledged Equity”) to one or more
lenders, or a collateral agent or other representative of such lenders (such lender(s), collateral agent or other representative, the
“Collateral Agent”), as collateral for loans made by such lenders to Burwell (collectively, the “Loan”)
the principal purpose of which is to finance Burwell’s payment obligations owed at or in connection with the closing of the Business
Combination and (ii) following an event of default and exercise of remedies by the Collateral Agent in accordance with the definitive
documentation governing such Lien Grant and the Loan (such definitive documentation, as may be amended or modified from time to time
in accordance with the terms thereof and subject to Section 9 below, the “Loan Documents”), foreclosure on,
or a sale, assignment, transfer or other disposition of, the Pledged Equity done in accordance with the remaining provisions of this
paragraph and the applicable Business Combination Agreements; provided, however, that such waiver in this clause (ii) shall
apply and be effective only if the following conditions are satisfied or waived: (a) prior to the exercise of other remedies under the
Loan Documents, the Collateral Agent shall execute a joinder to the Letter Agreement pursuant to which it agrees to be bound by the transfer
restrictions in the Letter Agreement (as modified by this Agreement) if such agreement remains in effect; (b) the Collateral Agent shall
be a nationally, internationally or regionally recognized bank or other financial institution, private equity or debt fund or other entity
engaged in the business of originating, acquiring, servicing, agenting or administering business loans (provided that in no event
shall the Collateral Agent that has been provided such a Lien Grant be a direct competitor of the Company or any of its subsidiaries
(provided that for the avoidance of doubt, the Collateral Agent shall not be considered a competitor as a result of its serving as a
lender, collateral agent, administrative agent or in similar capacities in connection with other companies (including competitors of
the Company) or taking any actions, including in connection with foreclosures and other exercises of remedies, under other agreements
to which it may be a party, or having beneficial ownership of securities of competitors of the Company as a result of such actions or
otherwise)); and (c) Burwell shall retain all voting rights with respect to the Pledged Equity unless and only to the extent an event
of default has occurred and is continuing under the Loan Documents. The Company acknowledges and agrees that there are no other agreements,
to which it, or to its knowledge, its controlled affiliates are a party, and it and its controlled affiliates shall not enter into any
such agreements, restricting the actions in clauses (i) and (ii) of the foregoing sentence with respect to the Pledged Equity or contrary
to this Agreement.



 


		4.	Permitted
Transferee. The Collateral Agent shall constitute a permitted transferee pursuant to Section 7(c) of the Letter Agreement and Section
4(a) of the Forward Purchase Agreement, and, in connection with a foreclosure under the Loan Documents, Section 2.6 of the Warrant Agreement,
Sections 5.2.2 of the Registration Rights Agreements and Section 16 of the Working Capital Loan.



 


		5.	Event
of Default or Foreclosure. Upon receipt of written notice from the Collateral Agent of an event of default under the Loan Documents
(which notice shall identify such event of default), the Company agrees to take all commercially reasonable actions that the Collateral
Agent requests in writing that are reasonably necessary to facilitate that the rights of Burwell under the Business Combination Agreements
are assigned to the Collateral Agent, including by permitting the Collateral Agent to execute any joinders thereto, and will reasonably
cooperate with the Collateral Agent with respect to any foreclosure or other exercise of remedies available to the Collateral Agent under
the Loan Documents.



 






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		6.	Registration
Rights. The Company hereby agrees that (i) in connection with the Loan Documents, it will include a footnote in the Selling Stockholder
or similar section of the resale registration statement to be filed in connection with the Registration Rights Agreements describing
the Lien Grant reasonably acceptable to the Collateral Agent and provide such resale registration statement to the Collateral Agent,
including the lenders under the Loan Documents, and their respective counsel, for review, (ii) it will amend or supplement any resale
registration statement or prospectus to be filed in connection with the Registration Rights Agreements to the extent necessary to allow
the Collateral Agent to use such resale registration statement to sell, assign, transfer or otherwise dispose of the Pledged Equity in
connection with any foreclosure or exercise of other remedies under the Loan Documents and provide such resale registration statement
to the Collateral Agent, including the lenders under the Loan Documents, and their respective counsel, for review; and (iii) upon an
event of default, foreclosure or other exercise of remedies in connection with the Loan Documents, the Pledged Equity will constitute
“Registrable Securities” (as defined in the Registration Rights Agreements) of the Collateral Agent and the Collateral Agent
will have the rights of a “Holder” under the Registration Rights Agreements. In connection with an event of default under
the Loan Agreements, the Company agrees to enter into a joinder to the Registration Rights Agreements with the Collateral Agent. The
provisions related to registration rights herein will be in addition to the PubCo Registration Rights Agreement and shall not be superseded
thereby.



 


		7.	Removal
of Legends. Following the expiration or waiver (including, for the avoidance of doubt, the waivers provided for in this Agreement)
of the applicable Lock-Up Periods, in connection with any sale or other disposition of the Pledged Equity pursuant to a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to Rule 144 under
the Securities Act, the Company agrees to reasonably cooperate with Burwell and/or the Collateral Agent with respect to the removal of
any restrictive legends on the Pledged Equity to the extent permitted by applicable law, including by providing any representation and
instruction letters, opinion reliance letters, customary legal opinions of its counsel and other documentation, if any, required by the
transfer agent.



 


		8.	Insider
Trading Policies. The Company hereby acknowledges and confirms that the Loan Documents are permitted under (i) that certain Waldencast
Acquisition Corp. Policy on Insider Trading (the “SPAC Insider Trading Policy”) and (ii) that certain form
of Waldencast plc Policy on Insider Trading (the “PubCo Insider Trading Policy” and, together with the SPAC
Insider Trading Policy, the “Insider Trading Policies”).



 


		9.	Working
Capital Loan. The Company hereby acknowledges and confirms that the Working Capital Loan Warrants are subject to the Letter Agreement
and hereby confirms that the Letter Agreement, as supplemented by the Letter Agreement Joinder, provides reasonably satisfactory evidence
to the Company of Burwell’s agreement to be bound by the restrictions on transfer contained in the Working Capital Note.



 


		10.	Loan
Documents. The Burwell hereby certifies that it has provided true, correct and complete copies of the executed material Loan Documents
on or prior to the date hereof. Upon any supplement, amendment, restatement, waiver or other modification of any Loan Document, the Burwell
shall promptly provide a copy of the same to the Company.



 






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		11.	Funding.
The parties hereto agree that the funds provided pursuant to the Loan Documents to purchase the Forward Purchase Agreement Securities
may be sent directly by one or more lenders of the Loan to the account designated by the Company in connection with the sale of the Forward
Purchase Agreement Securities under the Forward Purchase Agreement, and, upon the occurrence of the earlier of (i) the Business Combination
does not close within thirty (30) days after the lender(s) deliver the funds to such account, (ii) the termination of the Business Combination
or the Forward Purchase Agreement, or (iii) any other return of funds delivered in connection with the FPS Purchase Price, the Company
shall promptly return all such funds directly to the lender(s) in accordance with written instructions provided by the Collateral Agent.



 


		12.	Joinder
to Letter Agreement. Upon receipt of written notice from the Collateral Agent of an event of default under the Loan Documents (which
notice shall identify such event of default), Burwell shall take all actions to cause the Collateral Agent to execute a joinder to the
Letter Agreement pursuant to Section 13 of the Letter Agreement.



 


		13.	Reliance.
The parties hereto agree that the Collateral Agent may rely upon the acknowledgements, understandings and agreements of the parties made
in this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby. The Collateral Agent is an express third-party beneficiary
of this Agreement, and this Agreement may not be amended, modified, waived or terminated without the prior written consent of the Collateral
Agent (acting at the written direction of the Required Lenders (as defined in the Loan Agreement). The Company agrees that it will not
treat the Collateral Agent as an “affiliate” (as such term is defined in Rule 144 under the Securities Act) of the Company
solely by reason of the Loan Documents or any event of default, foreclosure or exercise of remedies in connection therewith.



 


		14.	Amendment;
Waiver; Modification. Except as expressly provided herein, this Agreement shall not constitute an amendment, modification or waiver
of any provision of the Letter Agreement, the Forward Purchase Agreement, the Sponsor Support Agreements, the Securities Subscription
Agreement, the Working Capital Loan, the Warrant Agreement or the Registration Rights Agreements or any rights or obligations of any
party under or in respect of the Letter Agreement, the Forward Purchase Agreement, the Sponsor Support Agreements, the Securities Subscription
Agreement, the Working Capital Loan, the Warrant Agreement or the Registration Rights Agreements. Except as set forth herein, the Letter
Agreement, the Forward Purchase Agreement, the Sponsor Support Agreements the Securities Subscription Agreement, the Working Capital
Loan, the Warrant Agreement and the Registration Rights Agreements shall continue in full force and effect. This Agreement shall be subject
to, shall form a part of, and shall be governed by, the terms and conditions set forth in the Letter Agreement, the Forward Purchase
Agreement, the Sponsor Support Agreements, the Securities Subscription Agreement, the Working Capital Loan, the Warrant Agreement and
the Registration Rights Agreements.



 


		15.	Governing
Law; Etc. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that
such courts represent an inconvenient forum.



 


		16.	Execution.
This Agreement may be executed in any number of original or electronic 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
Pages Follow]


 






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IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first set forth above.


 


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


 


	 	BURWELL:
	 	 	 	 
	 	BURWELL MOUNTAIN TRUST
	 	 	 	 
	 	By: BURWELL MOUNTAIN PTC LLC 

AS TRUSTEE OF BURWELL
	 	MOUNTAIN TRUST
	 	 	 	 
	 		/s/
    Rodrigo Vidal
	 		Name: 	Rodrigo Vidal
	 		Title:	Manager


 


 


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