Exhibit 4.8


 


AMENDED
AND RESTATED


REGISTRATION
RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of July 27, 2022, is made and entered into by and among Waldencast plc, a public limited company incorporated under the laws
of Jersey (the “Company”) (formerly known as
Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its migration and domestication by way of
continuance as a public limited company incorporated under the laws of Jersey), Waldencast Long-term Capital LLC, a Cayman Islands limited
liability company (the “Sponsor”), Burwell
Mountain Trust, a non-grantor, fully discretionary dynasty trust duly organized under Wyoming law (“Burwell Sponsor Member”),
Dynamo Master Fund, an exempted company incorporated in the Cayman Islands (“Dynamo Sponsor Member”), Waldencast
Ventures, LP, a Cayman Islands exempted limited partnership (“Ventures Sponsor Member”, together with Burwell
Sponsor Member and Dynamo Sponsor Member, the “Sponsor Members”) certain former shareholders and members, respectively
of (i) Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (“Obagi”),
and (ii) Milk Makeup LLC, a Delaware limited liability company (“Milk”),
each as set forth on Schedule 1 hereto (such shareholders and members, collectively, the “Target
Holders”), Juliette Hickman, Lindsay Pattison, Zack Werner, Sarah Brown and Aaron Chatterley (collectively, the
“Director Holders”), and the parties set forth on Schedule 2 hereto (collectively, the “Investor
Stockholders” and, collectively with the Sponsor, the Target Holders, the Director Holders and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the
“Holders” and each, a “Holder”).


 


RECITALS


 


WHEREAS,
the Company, the Sponsor, the Sponsor Members and the Director Holders are party to that certain Registration Rights Agreement, dated
as of March 15, 2021, as supplemented by those certain joinders thereto (the “Original
RRA”);


 


WHEREAS,
the Company has entered into that certain (i) Agreement and Plan of Merger, dated as of November 13, 2021 (as it may be amended, supplemented
or otherwise modified from time to time, the “Obagi Transaction Agreement”), by and among the Company, Obagi
Merger Sub Limited, a Cayman Islands exempted company limited by shares and an indirect wholly owned subsidiary of the Company (“Obagi
Merger Sub”), and Obagi, pursuant to which, Obagi Merger Sub merged with and into Obagi, with Obagi surviving the merger
as an indirect wholly owned subsidiary of the Company (the “Obagi Transaction”) and (ii) Equity Purchase Agreement,
dated as of November 13, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Milk Transaction
Agreement” and together with the Obagi Transaction Agreement, the “Transaction Agreements”),
by and among the Company, Waldencast Partners LP, a Cayman Islands exempted limited partnership (“Waldencast LP”),
Obagi Holdco 1 Limited, Milk Makeup LLC, the members listed therein and the equityholder representative, pursuant to which the equityholders
of Milk sold, 100% of the equity interests of Milk to Holdco Purchaser and Waldencast Partners LP (the “Milk Transaction”
and together with the Obagi Transaction, the “Transaction”;


 




    


     


    

 


WHEREAS,
on the date hereof, pursuant to the Transaction Agreements, the Target Holders received shares of the Company’s ordinary shares,
par value $0.0001 per share (the “Ordinary Shares”);


 


WHEREAS,
on the date hereof, pursuant to the Transaction Agreements, certain Target Holders received certain equity awards as set forth on
Schedule 1, as defined in the respective Transaction Agreements (“Equity Awards”);


 


WHEREAS,
on the date hereof, the Investor Stockholderspurchased an aggregate of (i) 33,300,000 Ordinary Shares (the “FPA Shares”)
and (ii) 11,100,000 Private Placement Warrants (together with the FPA Shares, the “FPA Securities”), pursuant
to (A) that certain forward purchase agreement, dated February 22, 2021, by and among the Company, the Sponsor and the Dynamo Sponsor
Member, 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 the Burwell Sponsor Member (together, the “Sponsor Forward Purchase Agreement”)
and (B) that certain forward purchase agreement, dated March 1, 2021, by and between the Company and Beauty Ventures LLC (together with
the Sponsor Forward Purchase Agreement, the “FPA Agreements”);


 


WHEREAS,
on the date hereof, certain other investors (the “Third-Party Investor Stockholders”) purchased an aggregate
of 11,800,000 Ordinary Shares (the “Investor Shares”) in a transaction exempt from registration under the Securities
Act pursuant to the respective Subscription Agreements, each dated as of November 13, 2021, June 14, 2022 and July 15, 2022, respectively,
entered into by and between the Company and each of the Third-Party Investor Stockholders (each, a “Subscription
Agreement” and, collectively, the “Subscription Agreements”);


 


WHEREAS,
pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon
the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable
Securities (as defined in the Original RRA) at the time in question, and the Sponsor, the Sponsor Members and the Director Holders are
Holders in the aggregate of at least a majority-in-interest of the Registrable Securities as of the date hereof; and


 


WHEREAS,
the Company, the Sponsor, the Sponsor Members and the Director Holders desire to amend and restate the Original RRA in its entirety and
enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.


 






    2


     


    

 


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




 


ARTICLE
I


 


DEFINITIONS


 


1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Additional
Holder” shall have the meaning given in Section 5.10.


 


“Additional
Holder Ordinary Shares” shall have the meaning given in Section 5.10.


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer, the President, the Chief Financial Officer or any other principal executive officer of the Company,
after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus in
order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in
the light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if
the Registration Statement were not being filed, declared effective or used, as the case may be, and (c) the Company has a bona
fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Block
Trade” shall have the meaning given in Section 2.4.1.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Closing”
shall have the meaning given in the Obagi Transaction Agreement.


 


“Closing
Date” shall have the meaning given in the Obagi Transaction Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Competing
Registration Rights” shall have the meaning given in Section 5.7.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


“Director
Holders” shall have the meaning given in the Preamble hereto.


 


“Equity
Awards” shall have the meaning given in the Recitals hereto.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 




    3


     


    

 


“Form
F-1 Shelf” shall have the meaning given in Section 2.1.1.


 


“Form
F-3 Shelf” shall have the meaning given in Section 2.1.1.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Investor
Shares” shall have the meaning given in the Recitals hereto.


 


“Investor
Stockholders” shall have the meaning given in the Preamble hereto.


 


“Joinder”
shall have the meaning given in Section 5.10.


 


“Maximum
Number of Securities” shall have the meaning given in Section 2.1.5.


 


“Milk”
shall have the meaning given in the Recitals hereto.


 


“Milk
Purchaser” shall have the meaning given in the Recitals hereto.


 


“Milk
Transaction” shall have the meaning given in the Recitals hereto.


 


“Milk
Transaction Agreement” shall have the meaning given in the Recitals hereto.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Obagi”
shall have the meaning given in the Recitals hereto.


 


“Obagi
Merger Sub” shall have the meaning given in the Recitals hereto.


 


“Obagi
Transaction” shall have the meaning given in the Recitals hereto.


 


“Obagi
Transaction Agreement” shall have the meaning given in the Recitals hereto.


 


“Ordinary
Shares” shall have the meaning given in the Recitals hereto.


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Other
Coordinated Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities, including prior to the expiration of any lock-up period applicable to such Registrable Securities, subject
to and in accordance
with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.


 




    4


     


    

 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Private
Placement Warrants” shall mean the warrants held by certain Holders, (i) purchased by such Holders in the private placement
that occurred concurrently with the closing of the Company’s initial public offering, (ii) purchased by such Holders in the private
placement pursuant to the FPA Agreements concurrently with the closing of the Transaction; and (iii) received by such Holders upon conversion
of certain working capital loans concurrently with the closing of the Transaction, in each case, including any Ordinary Shares issued
or issuable upon conversion or exchange of such warrants.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) any outstanding Ordinary Shares and any other equity security (including the Private
Placement Warrants and any other warrants to purchase Ordinary Shares and Ordinary Shares issued or issuable upon the exercise of any
other equity security) of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant
to the Obagi Transaction Agreement and any Investor Shares); (b) any outstanding Ordinary Shares or any other equity security (including
warrants to purchase Ordinary Shares and Ordinary Shares issued or issuable upon the exercise, exchange or redemption of any other equity
security, including any Purchase Common Units issuable pursuant to the Milk Transaction Agreement) of the Company acquired by a Holder
following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are
otherwise held by an “affiliate” (as defined in Rule 144) of the Company; (c) any Additional Holder Ordinary Shares; and
(d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced
in clause (a), (b) or (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, amalgamation,
consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities
shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to)
a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities
shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such
securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with
no volume or other restrictions or limitations including as to manner or timing of sale); and (E)  such securities have been sold
to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.


 




    5


     


    

 


“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the
following:


 


(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
Inc.) and any national securities exchange on which the Ordinary Shares are then listed;


 


(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for
the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger, telephone and delivery expenses;


 


(D) reasonable fees and disbursements of counsel for the Company;


 


(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration;


 


(F) the fees and expenses incurred in connection with the listing of any Registrable Securities on each national securities exchange on which
the Ordinary Shares are then listed;


 


(G) the fees and expenses incurred by the Company in connection with any Underwritten Offering, Block Trade, Other Coordinated Offering or
other offering involving an Underwriter or a broker, placement agent or sales agent;


 


(H) in an Underwritten Offering, Block Trade or Other Coordinated Offering, reasonable fees and expenses of one (1) legal counsel selected
by the majority-in-interest of the Demanding Holders participating in the applicable Underwritten Offering, Block Trade or Other Coordinated
Offering; and


 


(I) all expenses with respect to a road show that the Company is obligated to participate in pursuant to the terms of this Agreement.


 


“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and
supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Released
Securities” shall have the meaning given in Section 2.3.


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 




    6


     


    

 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement,
including a Piggyback Registration, a Block Trade or an Other Coordinated Offering.


 


“Sponsor”
shall have the meaning given in the Preamble hereto.


 


“Sponsor
Members” shall have the meaning given in the Preamble hereto.


 


“Subscription
Agreement” shall have the meaning given in the Preamble hereto.


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Target”
shall have the meaning given in the Preamble hereto.


 


“Target
Holders” shall have the meaning given in the Preamble hereto.


 


“Third-Party
Investor Stockholders” shall have the meaning given in the Recitals hereto.


 


“Transaction”
shall have the meaning given in the Recitals hereto.


 


“Transaction
Agreements” shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 




    7


     


    

 


ARTICLE
II



REGISTRATIONS AND OFFERINGS


 


2.1 
Shelf Registration.


 


2.1.1 
Filing. Within forty five (45) calendar days following the Closing Date, the Company shall submit to or file with the Commission
a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) or a Registration Statement
for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”), if the Company is then eligible to use a Form
F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such
submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared
effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar
day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement
and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier)
by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf
shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally
available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and
shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary
to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included
therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form SF-1 Shelf
(and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form
F-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2 
Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable
Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as
promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially
reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially
reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal
of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named
therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause
such Subsequent Shelf Registration Statement to become effective under the Securities Act as
promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall
be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known
seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination
date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders
named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until
such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to
the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another
appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section
3.4.


 




    8


     


    

 


2.1.3 
Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that
are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use
its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement
and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement
shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional
Registrable Securities to be so covered twice per calendar year for each of the Sponsor, the Sponsor Members, the Target Holders, the
Investor Stockholders and the Director Holders.


 


2.1.4  Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on
file with the Commission, the Sponsor, a Sponsor Member, an Investor Stockholder or a Target Holder (any of the Sponsor, a Sponsor
Member, an Investor Stockholder or a Target Holder being in such case, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that
is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf
Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or
together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the
“Minimum Takedown Threshold”). All
requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate
number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.4.4, the
Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally
recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably
withheld, conditioned or delayed). The Sponsor, the Sponsor Members, the Investor Stockholders and the Target Holders may each
demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month
period, for an aggregate of not more than six (6) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any
twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten
Offering pursuant
to any then effective Registration Statement, including a Form S-3, that is then available for such offering.


 




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2.1.5 
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith,
advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (the “Requesting Holders”)
(if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders
(if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and
all other Ordinary Shares or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant
to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum
number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the
timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, before including any Ordinary Shares or other equity securities proposed
to be sold by Company or by other holders of Ordinary Shares or other equity securities, the Registrable Securities of (i) first, the
Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable
Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable
Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any)
(pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in
such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested
be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.


 


2.1.6 
Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing
such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have
the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the Sponsor, a Sponsor Member, an Investor Stockholder or a Target Holder may elect to have the
Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown by the Sponsor, the Sponsor Members, the Investor Stockholders, the Target Holders
or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute
a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either
(i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses
the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than
one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that
each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor, a Sponsor
Member, an Investor Stockholder or a Target Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately
preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor, such
Sponsor Member, such Investor Stockholder or such Target Holder, as applicable, for purposes of Section 2.1.4. Following
the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected
to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6,
other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this
Section 2.1.6.


 




    10


     


    

 


2.2 
Piggyback Registration.


 


2.2.1  Piggyback
Rights. Subject to Section 2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or if
the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own
account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including,
without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any
registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan,
(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under
the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of
the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade or (vi) an Other Coordinated Offering, then the Company
shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not
less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten
Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for
marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of
Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such
registered offering, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause
the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the
Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities
of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a
Piggyback Registration shall be subject to
such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering.


 


2.2.2 
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of Ordinary Shares or other equity securities that the Company desires to sell, taken together
with (i) the Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded
pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii)
the Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant
to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities
hereunder, exceeds the Maximum Number of Securities, then:


 






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(a) 
if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be
sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder
has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares
or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can
be sold without exceeding the Maximum Number of Securities;


 


(b) 
if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the Ordinary Shares or other equity securities,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,
pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering
and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which
can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number
of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),
(B) and (C), the Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested
pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable
Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and


 




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(c) 
if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities
pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities
in the priority set forth in Section 2.1.5.


 


2.2.3 
Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw
from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to
withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant
to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such
Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result
of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at
any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other
than Section 2.1.6), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this Section 2.2.3.


 


2.2.4 
Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration
effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 


2.3  Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other
Coordinated Offering), if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or
(c) Holder in excess of five percent (5%) of the outstanding Ordinary Shares (and for which it is customary for such a Holder to
agree to a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than
those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety
(90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering,
except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written
consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case
on substantially the same terms and conditions as all such Holders). The provisions of this Section 2.3 shall only be
applicable to a Holder if all officers, directors and greater
than five percent stockholders of the Company enter into similar agreements. If any provision in this Section 2.3 is waived or
terminated with respect to any of the securities of any such officer, director or greater than five percent stockholder (in any such
case of waiver or termination, such securities being the “Released Securities”), the restrictive provisions
contemplated by this Section 2.3 shall be waived or terminated, as applicable, to the same extent with respect to the same percentage
of securities of each Holder as the percentage the Released Securities represent with respect to the securities held by the applicable
officer, director or greater than five percent stockholder.


 




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2.4 
Block Trades; Other Coordinated Offerings.


 


2.4.1 
Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when
an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering
not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block
Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution
agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering
price reasonably expected to exceed $50 million in the aggregate or (y) with respect to all remaining Registrable Securities
held by the Demanding Holder; provided that the total offering price is reasonably expected to exceed $10 million in the aggregate,
then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business
days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block
Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities
wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company
and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the
registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.


 


2.4.2 
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade
or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents
or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block
Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3 
Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to this Agreement.


 


2.4.4 
The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,
sales agents or placement agents (if
any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized
investment banks).


 




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2.4.5 
A Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section
2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant
to this Section 2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 


ARTICLE
III



COMPANY PROCEDURES


 


3.1 
General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof,
and pursuant thereto the Company shall:


 


3.1.1 
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities, which
Registration Statement shall include a plan of distribution that includes any method of distribution that a Holder that holds at least
three percent (3.0%) of the Registrable Securities registered on such Registration Statement, may reasonably request prior to the filing
of such Registration Statement, and use its commercially reasonable efforts to cause such Registration Statement to become effective
in accordance with Section 2.1, including filing a replacement Registration Statement, if necessary, and remain effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or have ceased to be Registrable Securities;


 


3.1.2 
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 


3.1.3 
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable
Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Holders; provided that the Company shall have no obligation to furnish
any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”);


 




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3.1.4 
prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5 
cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company
are then listed;


 


3.1.6 
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7 
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


3.1.8 
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce
the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable
Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein);


 


3.1.9 
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 




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3.1.10 
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales
agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit a representative
of the Holders (such representative to be selected by a majority of the Holders), the Underwriters or other financial institutions facilitating
such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney,
consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense,
in the preparation of the Registration Statement or the Prospectus, and cause the Company’s officers, directors and employees to
supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant
in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions
agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;


 


3.1.11 
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably
satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12 
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales
agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, to
the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the purposes
of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating
Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters;


 


3.1.13 
in the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering, to the extent reasonably requested by the
Underwriter, broker, placement agent or sales agent engaged for such offering, allow the Underwriter, broker, placement agent or sales
agent to conduct customary “underwriter’s due diligence” with respect to the Company;


 


3.1.14 
in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales
agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 




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3.1.15 
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in
effect);


 


3.1.16 
with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in such Underwritten Offering; and


 


3.1.17 
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating
Holders, consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding
the foregoing, the Company shall not be required to provide any documents or information to an Underwriter, broker, sales agent or placement
agent if such Underwriter, broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten
Offering or other offering involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


3.2 
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the
Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all
fees and expenses of any legal counsel representing the Holders (as well as any attorney, consultants or consultant retained by the Holders
under Section 3.1.10).


 


3.3 
Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary,
if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable
Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it
is necessary to include such information in the applicable Registration Statement or Prospectus and such Holder continues thereafter
to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or other offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement
arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such
underwriting, sales, distribution or placement arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable
Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included
in such Registration.


 




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3.4 
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.




 


3.4.1 
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders
shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed.


 


3.4.2 
Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of
any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or
(c) in the good faith judgment of the majority of the Board such Registration, upon the advice of legal counsel, be seriously detrimental
to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or
continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not
specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use
of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose.
In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities
may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall as promptly as practical
notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.4.3 
Subject to Section 3.4.4, (a) during the period starting with the date forty five (45) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated
Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain
the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders
have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly
underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered
offering pursuant to Section 2.1.4 or 2.4.


 


3.4.4 
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more
than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve
(12)-month period.


 


3.5  Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to this
Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all
to the extent required from time to time to enable such Holder to sell or otherwise dispose of Ordinary Shares held by such Holder without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act
(or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 




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ARTICLE
IV



INDEMNIFICATION AND CONTRIBUTION


 


4.1 
Indemnification.


 


4.1.1 
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees,
advisors, representatives, members and agents and each person or entity who controls such Holder (within the meaning of the Securities
Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented
outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by
reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder
expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls
such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification
of the Holder.


 


4.1.2 
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
(or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder
Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents
and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any
untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is
contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of
such Holder expressly for use therein;
provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable
Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities
shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 




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4.1.3 
Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or in addition
to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than
one counsel (and one local counsel in each applicable jurisdiction) for all parties indemnified by such indemnifying party with respect
to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement
or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim
or litigation.


 


4.1.4 
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person or
entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities
participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution
to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5 
If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and out-of-pocket
expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well
as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information
supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds
received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1,
4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in
connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant
to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account
of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5
from any person or entity who was not guilty of such fraudulent misrepresentation.


 




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ARTICLE
V

MISCELLANEOUS


 


5.1 
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail,
addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,
sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case
of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: Waldencast plc, 10 Bank Street, Suite 560,
White Plains, NY 10606, Attention: Michel Brousset or by email: michel@waldencast.com, and, if to any Holder, at such Holder’s
address, electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its
address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall
become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 
Assignment; No Third Party Beneficiaries.


 


5.2.1 
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


5.2.2 
Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided
that with respect to the Target Holders, the Investor Stockholders, the Director Holders, the Sponsor Members and the Sponsor, the
rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (i) each of
the Target Holders shall be permitted to transfer its rights hereunder as the Target Holders to one or more affiliates or any direct
or indirect partners, members or equity holders of such Target Holder (it being understood that no such transfer shall reduce or multiply
any rights of such Target Holder or such transferees), (ii) each of the Investor Stockholders shall be permitted to transfer its rights
hereunder as the Investor Stockholders to one or more affiliates or any direct or indirect partners, members or equity holders of such
Investor Stockholder (it being understood that no such transfer shall reduce or multiply any rights of such Investor Stockholder or such
transferees) and (iii) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one or more affiliates or any
direct or indirect partners, members or equity holders of the Sponsor (including the Sponsor Members), which, for the avoidance of doubt,
shall include a transfer of its rights in connection with a distribution of any Registrable Securities held by Sponsor to its members
(it being understood that no such transfer shall reduce or multiply any rights of the Sponsor or such transferees).


 


5.2.3 
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4 
This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 5.2.


 


5.2.5 
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the
joinder in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2
shall be null and void.


 


5.3 
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which
shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW
YORK


 






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5.5 
TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.6 
Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total
Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor and its
affiliates hold, in the aggregate, at least five percent (5%) of the outstanding Ordinary Shares of the Company; provided, further,
that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Investor Stockholder
so long as such Investor Stockholder and its respective affiliates hold, in the aggregate, at least five percent (5%) of the outstanding
Ordinary Shares of the Company; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof
shall also require the written consent of each Target Holder so long as such Target Holder and its respective affiliates hold, in the
aggregate, at least five percent (5%) of the outstanding Ordinary Shares of the Company; and provided, further, that any
amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock
of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.7 
Other Registration Rights. Other than (i) the Third-Party Investor Stockholders who have registration rights with respect to their
Investor Shares pursuant to their respective Subscription Agreements, (ii) as provided in the Warrant Agreement, dated as of March 15,
2021, between the Company and Continental Stock Transfer & Trust Company, and (iii) as provided in the FPA Agreements, the Company
represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company
to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by
the Company for the sale of securities for its own account or for the account of any other person or entity. The Company hereby agrees
and covenants that it will not grant rights to register any Ordinary Shares (or securities convertible into or exchangeable for Ordinary
Shares) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder without
(a) the prior written consent of (i) a Sponsor Member, for so long as such Sponsor Member and its affiliates hold, in the aggregate,
at least five
percent (5%) of the outstanding Ordinary Shares of the Company, (ii) an Investor Stockholder, for so long as such Investor Stockholder
and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding Ordinary Shares of the Company, and (iii) a
Target Holder, for so long as such Investor Stockholder and its affiliates hold, in the aggregate, at least five percent (5%) of the
outstanding Ordinary Shares of the Company; or (b) granting economically and legally equivalent rights to the Holders hereunder such
that the Holders shall receive the benefit of such more favorable or senior terms and/or conditions. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail; for
the avoidance of doubt, in the event of any conflict, this Agreement shall supersede Section 8 of the Subscription Agreement of any Holder
that is party to such Subscription Agreement with respect to such Holder’s Investor Shares.


 




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5.8 
Term. This Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement
and (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 


5.9 
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


5.10 
Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof,
subject to the prior written consent of each of the Sponsor Members, each Investor Stockholder and each Target Holder (in each case,
so long as such Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding Ordinary Shares of the
Company), the Company may make any person or entity who acquires Ordinary Shares or rights to acquire Ordinary Shares after the date
hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining an executed
joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”).
Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and
delivery and subject to the terms of a Joinder by such Additional Holder, the Ordinary Shares then owned, or underlying any rights then
owned, by such Additional Holder (the “Additional Holder Ordinary Shares”) shall be Registrable Securities
to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional
Holder Ordinary Shares.


 


5.11  Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision
of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any
reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction.


 


5.12 
Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon
the Closing, the Original RRA shall no longer be of any force or effect.


 


[SIGNATURE
PAGES FOLLOW]


 




    24


     


    

 


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


 


	 	COMPANY:
	 	 	 	 
	 	WALDENCAST PLC
	 	a public limited company incorporated under the laws of Jersey
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name:	Michel Brousset
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	HOLDERS:
	 	 	 	 
	 	WALDENCAST LONG-TERM CAPITAL LLC
	 	a Cayman Islands limited liability company
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name:	Michel Brousset
	 	 	Title:	Founder / CEO
	 	 	 	 
	 	WALDENCAST LONG-TERM CAPITAL LLC AS MANAGING MEMBER OF BEAUTY VENTURES LLC
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name: 	Michel Brousset
	 	 	Title:	Founder / CEO



 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


	 	ACG DAIRY LLC
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Julian Steinberg
	 	 	Name:	Julian Steinberg
	 	 	Title:	Managing Partner
	 	 	 	 
	 	AMORE PACIFIC GROUP
	 	 	 	 
	 	By:	/s/ Seung-Han Kim
	 	 	Name:	Seung-Han Kim
	 	 	Title:	President
	 	 	 	 
	 	MAIN POST GROWTH CAPITAL, L.P.
	 	a Delaware limited partnership
	 	 
	 	By:	/s/ Josh Mcdowell
	 	 	Name:	Josh Mcdowell
	 	 	Title:	Partner
	 	 	 	 
	 	MILK MAKEUP HOLDINGS, LLC
	 	a Delaware limited partnership
	 	 
	 	By:	/s/ Josh Mcdowell
	 	 	Name: 	Josh Mcdowell
	 	 	Title:	Partner



 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


	 	CEDARWALK SKINCARE LIMITED
	 	a Cayman Islands exempted company limited by shares
	 	 
	 	By:	/s/ Simon Dai
	 	 	Name: 	Simon Dai
	 	 	Title:	Director
	 	 	 	 
	 	/s/ Jaime Castle
	 	JAIME CASTLE



 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


	 	BURWELL MOUNTAIN TRUST
	 	a non-grantor, fully discretionary dynasty trust duly organized under Wyoming law
	 	 
	 	By:	/s/ Rodrigo Vidal
	 	 	Name:	Rodrigo Vidalo
	 	 	Title:	Manager
	 	 	 	 
	 	DYNAMO MASTER FUND
	 	a exempted company incorporated in the Cayman Islands
	 	 
	 	By:	/s/ Dynamo Master Fund
	 	 	Name:	Emerson Melo
	 	 	Title:	Director
	 	 	 	 
	 	WALDENCAST VENTURES, LP
	 	a Cayman Islands exempted limited partnership
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name: 	Michel Brousset
	 	 	Title:	Founder / CEO



 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


	 	/s/ Juliette Hickman
	 	Juliette Hickman
	 	 
	 	/s/ Lindsay Pattison
	 	Lindsay Pattison
	 	 
	 	/s/ Zack Werner
	 	Zack Werner
	 	 
	 	/s/ Sarah Brown
	 	Sarah Brown
	 	 
	 	/s/ Aaron Chatterley
	 	Aaron Chatterley



 


[Signature Page to Amended
and Restated Registration Rights Agreement]


 






    


     


    

 


	 	/s/ Dianna Ruth
	 	Dianna Ruth
	 	 
	 	/s/ Georgie Greville Jasper
	 	Georgie Greville Jasper
	 	 
	 	/s/ Suzanna Roberts Rassi
	 	Suzanna Roberts Rassi
	 	 
	 	/s/ Mazdack Rassi
	 	Mazdack Rassi
	 	 
	 	/s/ Erez Shternlicht
	 	Erez Shternlicht
	 	 
	 	/s/ Bruce Fischman
	 	Bruce D. Fischman, as attorney-in-fact on behalf of Moishe Mana
	 	 
	 	/s/ Scott Sassa
	 	Scott Sassa



 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


Schedule 1


 


Target Holders


 


Obagi Global Holdings Limited


Cedarwalk Skincare Limited


Jaime Castle


 


Milk Makeup LLC


ACG Dairy LLC


Amore Pacific Group


Main Post Growth Capital, L.P.


Dianna Ruth


Georgie Greville Jasper


Suzanna Roberts Rassi


Mazdack Rassi


Erez Shternlicht


Moishe Mana


Scott Sassa


 






    


     


    

 


Schedule 2


 


Investor Stockholders


 


Burwell Mountain Trust


Dynamo Master Fund


Waldencast Ventures, LP


 






    


     


    

 


Exhibit A


 


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing
and delivering this joinder (this “Joinder”)
pursuant to the Amended and Restated Registration Rights Agreement, dated as of July 27, 2022 (as the same may hereafter be amended, the
“Registration Rights Agreement”), among Waldencast
plc, a public limited company incorporated under the laws of Jersey (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
Ordinary Shares shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	Address: 	         
	 	 
	 	 


 


Agreed and Accepted as of

____________, 20__


 


	Waldencast plc 	 
	 	 	 
	By:	            	 
	Name: 	 	 
	Its: