Exhibit 4.28


 


EXECUTION VERSION


 


THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”)
is made as of July 27, 2022, by and between (i) Waldencast Acquisition Corp., a limited liability company organized under the laws of
Jersey (“Waldencast”), (ii) Cedarwalk Skincare Ltd.,
a limited liability company organized under the laws of the Cayman Islands (“Cedarwalk”),
(iii) Waldencast Long-Term Capital LLC, a limited liability company organized under the laws of the Cayman Islands (the “Sponsor”)
and (iv) CWC Skincare Ltd., a Cayman Islands exempted company limited by shares (the “Guarantor”)
(Waldencast, Cedarwalk, the Sponsor and the Guarantor shall sometimes be herein referred to collectively as the “Parties,”
and “Party” shall mean any of them).


 


RECITALS:


 


		(A)	The Sponsor organized Waldencast as a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses.



 


		(B)	The Guarantor owns all of the shares of Cedarwalk, and Cedarwalk owns and the Guarantor indirectly owns all of the shares of Obagi
Global Holdings Limited, a limited liability company organized under the laws of the Cayman Islands (“Obagi
Global”).



 


		(C)	Obagi Global owns all of the shares of Obagi Holdings Company Limited, a limited liability company organized under the laws of the
Cayman Islands (“Obagi Holdings”), which in turn owns
all of the shares of Obagi Hong Kong Limited, a limited liability company organized under the laws of the Hong Kong Special Administrative
Region (“Obagi Hong Kong”).



 


		(D)	Obagi Hong Kong owns all of the shares of Obagi (Shanghai) Cosmeceuticals Co., Ltd. (“Obagi
Shanghai”) and Obagi (Xi’an) Pharmaceutical Technology Co., Ltd. (“Obagi
Xi’an”), each of which is a limited liability company organized under the laws of the People’s Republic of
China.



 


		(E)	Pursuant to the distribution agreements by and between Obagi Holdings and Obagi Global and Obagi Global and Cedarwalk, in each case,
dated as of July 14, 2022, Obagi Holdings will distribute to Obagi Global and immediately thereafter, Obagi Global will distribute to
Cedarwalk, all of the shares of Obagi Hong Kong and a US$2.5 million promissory note by way of dividend distribution in specie to its
sole shareholder Cedarwalk.



 


		(F)	Waldencast entered into a merger agreement with Obagi Global, and Obagi Merger Sub Inc., a wholly owned subsidiary of Waldencast (“Merger
Sub”), dated as of November 15, 2021, pursuant to which, among other things and subject to the terms therein, Merger
Sub will merge with and into Obagi Global with Obagi Global surviving such merger as a wholly owned subsidiary of Waldencast. The distributions
in specie referred to in recital (E) above are expected to happen before the closing of such merger (the “Merger Closing”).



 


		(G)	Waldencast, Cedarwalk and the Guarantor agree that substantial damage may be suffered by Waldencast in the event the controlling interests
of Obagi Hong Kong, Obagi Shanghai or Obagi Xi’an are transferred from the Guarantor or Cedarwalk to third-party buyers.



 


		(H)	The Guarantor is entering into this Agreement for the purposes of (i) guaranteeing the obligations of Cedarwalk and (ii) undertaking
to Waldencast that, subject to certain exceptions of Permitted Transfers (as defined herein), it will not, without the prior written consent
of Waldencast, Transfer the shares of Cedarwalk to third parties.



 




    


     


    
 

		(I)	The Parties have determined that it is advisable and in each of their best interests to enter into this Agreement to establish their
respective rights and obligations with respect to the shares of Obagi Hong Kong, Obagi Shanghai and Obagi Xi’an.



 


NOW, THEREFORE, in consideration of the foregoing
premises, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:


 


		1.	Certain Definitions.



 


		1.1	Definitions. As used in this Agreement, the following terms shall have the following meanings:



 


“Affiliate”
shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with, such first Person.


 


“Board”
means the board of directors of Waldencast.


 


“Business
Day” shall mean a day (other than a Saturday or Sunday) on which banks are generally open in Hong Kong Special Administrative
Region and China for normal business.


 


“Change of Control” shall mean the occurrence
of any of the following: (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), of securities representing more than 50% of the combined voting
power of Waldencast is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than Waldencast
or any of its subsidiaries), (ii) the merger or consolidation of Waldencast with or into another entity where the equity holders of Waldencast,
immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such
term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, securities representing in the aggregate 50% or more of
the combined voting power of the securities of the entity issuing cash or securities in the consolidation or merger (or of its ultimate
parent entity, if any) in substantially the same proportion as their ownership of Waldencast immediately prior to such merger or consolidation,
(iii) the sale or other disposition of all or substantially all of Waldencast’s assets to an entity, other than a sale or disposition
by Waldencast of all or substantially all of Waldencast’s assets to an entity, at least 50% of the combined voting power of the
voting securities of which are owned directly or indirectly by equity holders of Waldencast, immediately prior to the sale or disposition,
in substantially the same proportion as their ownership of Waldencast immediately prior to such sale or disposition, or (iv) the first
day on which a majority of the members of Waldencast’s Board are not Continuing Directors.


 


“Companies”
shall mean Obagi Hong Kong, Obagi Shanghai and Obagi Xi’an, and “Company”
shall mean any of them.


 


“Company
Equity Securities” shall mean (a) any Shares and (b) any other Equity Securities of any of the Companies.


 






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“Continuing Director” shall mean, as of
any date of determination, any member of the Board who (i) was a member of such Board on the date of this Agreement or (ii) was nominated
for election or elected to such Board with the approval of a majority of the Continuing Directors who were members of such Board at the
time of such nomination or election.


 


“Controlled Investment Affiliate” means,
as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person and (b) is organized by such Person primarily for the
purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person
means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract
or otherwise.


 





“Dai Family” means Yumin Dai, Sijue (Steven)
Dai, Sicong (Simon) Dai, any of their spouses, lineal descendants or ancestors, and the respective heirs, executors and Controlled Investment
Affiliates of each of the foregoing.


 


“Encumbrances”
shall mean a mortgage, charge, pledge, lien, right of first refusal, right of pre-emption, restriction on transfer, encumbrance or security
interest or any agreement to create any of the foregoing.


 


“Equity
Securities” shall mean, with respect to any Person, any capital stock, shares, equity interests, membership interests,
partnership interests or registered capital, joint venture or other ownership interests in such Person and any options, warrants or other
securities (for the avoidance of doubt, including debt securities) that are directly or indirectly convertible into, or exercisable or
exchangeable for, such capital stock, shares, equity interests, membership interests, partnership interests or registered capital, joint
venture or other ownership interests (whether or not such derivative securities are issued by such Person).


 


“Governmental
Authority” shall mean any (a) multinational or supranational body exercising legislative, judicial or regulatory powers;
(b) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (c) federal,
state, local, municipal, foreign or other government; or (d) governmental or quasi-governmental, statutory or quasi-statutory or regulatory
authority of any nature, including any division, department, corporation, authority, agency, commission, instrumentality, official, organization,
unit, body or entity, any court or other tribunal, taxing authority, securities exchange, public international organization or other body
entitled under applicable Law to exercise executive, legislative, judicial or regulatory power of any nature.


 


“Law”
shall mean any applicable national, regional or local law, foreign or supranational statute, ordinance, rule, code, administrative interpretation
or guidance, regulation, judgment, decree, injunction, directive, or other legally binding obligation imposed by or on behalf of any Governmental
Authority, including rules governing the listing of securities on any securities exchange.


 


“Organizational
Documents” shall mean, with respect to any Person, the articles of association, articles or certificate of incorporation,
by-laws, charter or other similar organizational documents of such Person.


 


“Permitted Holders” shall mean any one
or more members of the Dai Family.


 


“Person”
shall mean any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint
venture, joint stock company, trust, Governmental Authority or instrumentality or other entity of any kind, its successors and assigns.


 






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“Requisite Time Period” shall mean (i)
sixty (60) days if the Transfer of the ROFO Offer Shares described in the ROFO Sale Notice is proposed to involve less than 50% of the
Equity Securities of a Subject Company and (ii) one hundred twenty (120) days if the Transfer of the ROFO Offer Shares described in the
ROFO Sale Notice is proposed to involve 50% or more of the Equity Securities of a Subject Company.


 





“Share”
shall mean a common share in the issued voting share capital of any Company, including any subdivisions, combinations or splits thereof.


 


“Subsidiary”
shall mean, with respect to any Person, (i) any Person which that Person owns or controls (either directly or through one or more other
Subsidiaries) more than 50% of the issued share capital or other ownership interest having ordinary voting power to elect directors, managers
or trustees of such Person; or (ii) any Person which at any time has its financial statements consolidated with those of that Person or
which, under the Law or generally accepted accounting principles of the jurisdiction of incorporation of such Person from time to time,
should have its financial statements consolidated with those of that Person.


 


“Transfer”
shall mean to sell, transfer or otherwise dispose of, or grant an option, interest, charge, pledge, security interest or lien in respect
of, Equity Securities in a Person, and “Transfers,”
“Transferred” and “Transferee”
shall have correlative meanings.


 


“Waldencast
Competitor” shall mean (a) any Person who is “engaged” in the beauty or personal care business having aggregate
net revenue in its beauty or personal care business for the fiscal year immediately preceding the year of the proposed entry into the
relevant transaction in excess of US$300,000,000 if such transaction were entered into within three years of the date hereof or in excess
of US$500,000,000 if such transaction were entered into after the third anniversary of the date hereof or (b) any private equity fund
having a controlled Affiliate or a majority-owned or controlled portfolio company (i) described in (a) or (ii) “engaged” in
the beauty, personal care or wellness business that has a line of business in the dermal aesthetics skincare channel having aggregate
net revenue of at least US$75,000,000 in the dermal aesthetics skincare channel for the fiscal year immediately preceding the year of
the proposed entry into the relevant transaction. For the avoidance of doubt, a Person is deemed to be “engaged” in the beauty,
personal care of wellness business of Waldencast or any of its subsidiaries if it is directly engaged in such business.


 


		2.	Right of First Offer/Right of First Refusal.



 


		2.1	Proposed ROFO Offer. In the event Cedarwalk or any of its Subsidiaries or controlled Affiliates (a “Transferring
Shareholder”) proposes to Transfer any of the Equity Securities of a Company (a “Subject Company”)
held (directly or indirectly) by it in a transaction or a series of transactions, Cedarwalk must first offer to Transfer such Company
Equity Securities to Waldencast by serving a written offer notice (the “ROFO
Sale Notice”) on it, which notice shall set forth:



 


		2.1.1	the number of the Company Equity Securities (including the identity of the Companies) proposed to be Transferred (the “ROFO
Offer Shares”) and the minimum purchase price at which Cedarwalk would agree to Transfer the ROFO Offer Shares (the “Minimum
Purchase Price”), provided that no such Transfer of Company Equity Securities to a third party (other than Waldencast)
may be for less than the Minimum Purchase Price; and



 






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		2.1.2	the audited financial statements of each of the Companies for the three most recent financial years to the extent available and unaudited
financial statements for such periods in which audited financial statements are not available.



 


		2.2	ROFO Acceptance Period. The ROFO Sale Notice will be valid for the Requisite Time Period from the date of receipt by Waldencast
of the ROFO Sale Notice (the “ROFO Acceptance Period”).
Waldencast may, during the ROFO Acceptance Period, (i) subject to its delivering to Cedarwalk a confidentiality agreement in form and
substance reasonably satisfactory to Cedarwalk, conduct due diligence and raise questions with Cedarwalk relating to the Companies and
their respective businesses, and (ii) provide a binding offer to Cedarwalk for the purchase of the ROFO Offer Shares at a
purchase price at least equal to the Minimum Purchase Price (the “ROFO
Offer”) or decline to provide the ROFO Offer to Cedarwalk. The ROFO Offer must state that it will remain open for sixty
(60) days. Cedarwalk may seek other offers to purchase the ROFO Offer Shares at a price greater than the purchase price set forth in the
ROFO Offer provided that, if Cedarwalk seeks such other offers, Cedarwalk shall be bound by the ROFR mechanism contained in Article
2.6 below for the sale of the ROFO Offer Shares. Cedarwalk shall use its reasonable best efforts to assist with the due diligence investigation
carried out by Waldencast and provide answers to any questions reasonably raised by Waldencast. In the event the due diligence investigation
is not completed within the ROFO Acceptance Period, Waldencast may, at its option, extend the ROFO Acceptance Period by a period of thirty
(30) days. If at any time during the Requisite Time Period Waldencast determines not to submit a ROFO Offer, Waldencast shall promptly
notify Cedarwalk of such determination, whereupon Cedarwalk may seek other offers to purchase the ROFO Offer Shares at a price at least
equal to the Minimum Purchase Price subject to compliance with any applicable provisions of Article 2.6 below.



 


		2.3	No ROFO Offer. In the event Waldencast notifies Cedarwalk that it is not providing a binding offer for the purchase of the
ROFO Offer Shares or fails to make a binding offer prior to the end of the ROFO Acceptance Period, Cedarwalk may solicit interests from
one or more third-party buyers for the ROFO Offer Shares in accordance with Article 2.5 below; provided that Cedarwalk shall be
bound by the ROFR mechanism contained in Article 2.6 below for the sale of the ROFO Offer Shares.



 


		2.4	ROFO Offer. In the event Waldencast elects to submit the ROFO Offer for the purchase of the ROFO Offer Shares prior to the
end of the ROFO Acceptance Period, it shall serve a written notice to Cedarwalk, which notice shall set forth:



 


		2.4.1	the number of the Company Equity Securities (including the identity of the Companies) proposed to be purchased by Waldencast or its
Permitted Designee; and



 


		2.4.2	the purchase price for such Company Equity Securities proposed to be so purchased which must equal or exceed the Minimum Purchase
Price.



 


		2.5	Acceptance or Rejection of the ROFO Offer. Cedarwalk shall have a period of one hundred twenty (120) days following the receipt
of the ROFO Offer to either (i) accept the ROFO Offer or (ii) procure a bona fide binding third party offer for such Company Equity Securities
at a price higher than the ROFO Offer. Any such bona fide binding third party offer (the “Third
Party Offer”) shall (a) state the identity and background (including the ultimate controller) of the offeror, (b) be
for cash, equity securities, debt, any other form of securities, or a combination thereof (including, without limitation, earn-out provisions),
with closing to happen no later than ninety (90) days from the date of such offer (subject to any regulatory approval or filing requirements),
(c) state that such offeror is not an Affiliate of Cedarwalk or the Guarantor, (d) represent that the Third Party Offer was obtained through
an arms’ length process between such third party and the Guarantor, Cedarwalk or any of their Affiliates (e) equal or exceed the
Minimum Purchase Price and (f) state that the offeror has been informed of Waldencast’s right of first refusal provided for in this
Agreement. From time to time, during such one hundred twenty (120) day period, subject to requirements of applicable Law and contractual
obligations of Cedarwalk, Cedarwalk shall provide updates to Waldencast as to the status of its efforts to procure a Third Party Offer.



 






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		2.6	ROFR Offer. In the event (i) the Transfer of the ROFO Offer Shares, if consummated, would result in Cedarwalk ceasing to control
50% or more of the Equity Securities of any of the Companies, and (ii) Cedarwalk submits a Third Party Offer at a price higher than the
ROFO Offer (which must equal or exceed the Minimum Purchase Price) to Waldencast, Cedarwalk must at the same time of such submission provide
to Waldencast an offer for Waldencast to purchase the ROFO Offer Shares for the same consideration
and on substantially equal terms as set out in the Third Party Offer (the “ROFR
Offer”). Waldencast shall have a period of forty-five (45) days from the date of receipt of the ROFR Offer to accept
the offer contained therein. In the event Waldencast elects not to submit the ROFO Offer to Cedarwalk, Waldencast shall still be provided
with the ROFR Offer and may choose to accept the ROFR Offer in its sole discretion.



 


		2.7	Rejection of the ROFR Offer. In the event Waldencast elects not to accept the terms of the ROFR Offer and notifies Cedarwalk
of such election or fails to accept such terms within such forty-five (45) day-period, Cedarwalk may proceed to Transfer the ROFO Offer
Shares to the relevant third party offeror stated in the Third Party Offer; provided that the requirements set forth in Article
2.5 are complied with. Any Transfer in violation of this Article 2 shall be null and void and shall not be recorded by the corporate secretary
of the Companies in the books and records of the Companies, and Cedarwalk shall use its best efforts to unwind any such Transfer.



 


		2.8	Subsequent Transfers. In the event closing for the sale of the ROFO Offer Shares does not occur as a result of (i) the terms
of the Third Party Offer not having been met or (ii) the requirements of Article 3.1 not having been met, Cedarwalk shall be required
to follow the requirements of this Article 2 again in subsequent proposals to Transfer the Company Equity Securities. The terms of this
Article 2 shall not apply with respect to a Company after any Transfer of Equity Securities of such Company made in compliance with this
Article 2.



 


		2.9	Inapplicability of this Article. Notwithstanding any provision of this Agreement to the contrary, this Article 2 and Article
3 shall not apply to or in any way restrict any Transfer or series of Transfers of Equity Securities of any of the Companies (i) pursuant
to any Encumbrance in favor of any one or more bona fide financial institutions licensed to operate as commercial banks in connection
with any loan or credit facility obtained by Cedarwalk or any realization upon any such Encumbrance, provided that in the case
of (i), such loan or credit facility or any realization upon any Encumbrance is entered into in the ordinary course of business of the
financial institution, the terms of such transaction are made at arms’ length and on normal commercial terms, (ii) by way of gift
or other Transfer to any Permitted Holder; provided that in the case of (ii), any such transferee shall agree in writing, as a
condition to such Transfer, to be bound by all of the provisions of this Article 2 and 3 to the same extent as if such transferee were
Cedarwalk transferring such Equity Securities; (iii) by the will of Steven Dai or the laws of descent and distribution applicable to Steven
Dai upon his death; provided that in the case of (iii), such Equity Securities shall thereafter remain subject to the provisions
of this Agreement to the same extent they would be if held by Steven Dai; and (iv) any requirement of applicable Law or order of any Governmental
Authority (the Transfers referred to in this Article 2.9 being referred to as “Permitted
Transfers”).



 






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		3.	Closing.



 


		3.1	Closing. In the event either (i) Cedarwalk elects to accept the ROFO Offer in accordance with Article 2.5 or (ii) Waldencast
elects to accept the ROFR Offer in accordance with Article 2.6, Cedarwalk and Waldencast shall use their respective best efforts to ensure
that closing of the ROFO Offer Shares (“Closing”) will
take place on a date that is no later than the time period set forth in Article 2.5 or 2.6, as applicable; provided that such applicable
period may be extended for up to another sixty (60) days by either Waldencast or Cedarwalk if closing cannot occur due to one or more
regulatory approvals not having been issued. If closing cannot occur notwithstanding such extension, Cedarwalk shall be required to reinitiate
the process set forth in Article 2 for any subsequent Transfer of the Equity Securities of such Company.



 

		4.	Sale and Voluntary Liquidation.



 


		4.1	Waldencast Competitor. Notwithstanding Article 2 hereof, in the event Cedarwalk proposes to Transfer any of the Company Equity
Securities to a Waldencast Competitor, Cedarwalk shall be required to seek the prior written consent of Waldencast (such consent may be
given or withheld in Waldencast’s reasonable discretion).



 


		4.2	Voluntary Liquidation. In the event Cedarwalk or any of its Subsidiaries proposes to wind up, liquidate or dissolve one or
more of the Companies, Cedarwalk shall provide written notice thereof to Waldencast no later than ninety (90) days prior to the initiation
of such winding up, liquidation or dissolution, and Waldencast shall have the right, exercisable within sixty (60) days of receipt of
such notice, to purchase each such Company proposed to be wound up liquidated or dissolved at an amount equal to its net asset value as
determined by an independent financial expert appointed by Waldencast; provided that if Waldencast offers to acquire any such Companies
at its net asset value, Cedarwalk must sell such Company to Waldencast, and Waldencast shall be required to purchase such Company, for
an amount equal to such Company’s net asset value.



 


		5.	Governance.



 


		5.1	Board of Directors. At and following the Closing, for so long as Cedarwalk holds of record or beneficially owns common stock
of Waldencast equal to or exceeding the Minimum Ownership Threshold (as defined below), Waldencast will take all necessary action to cause
the Board to be comprised one (1) director nominated by Cedarwalk (the “Cedarwalk
Director”). Mr. Simon Dai shall be nominated for election to the Board as the initial Cedarwalk Director and shall be
nominated to serve in the class of Waldencast directors having the longest prospective term (i.e., at least three years). For so long
as the Permitted Holders hold of record or beneficially own common stock of Waldencast in an aggregate amount equal to or exceeding the
Minimum Ownership Threshold, Waldencast shall cause the Cedarwalk Director to be nominated as a director of Waldencast and Waldencast
shall take all action necessary or appropriate to cause the Cedarwalk Director to be nominated for election to the Board and shall use
substantially the same efforts to support the Cedarwalk Director’s election to the Board as the other Board nominees.



 






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		5.2	Replacement Directors. If the then current Cedarwalk Director is unable or unwilling to serve as a director, resigns as a director,
is removed as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) the Permitted
Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under
Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum
Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk
shall have the ability to name a replacement director, subject to the approval of the Board of Directors of Waldencast (such approval
not to be unreasonably withheld, conditioned or delayed) (any such replacement director shall be referred to as the “Replacement
Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with
respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations
of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director
to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s
resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms
and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person
were the Cedarwalk Director.



 

		5.3	Indemnification. Waldencast shall provide each of its directors with the same expense reimbursement, benefits, indemnity, exculpation
and other arrangements provided to the other directors of Waldencast and Waldencast shall not amend, alter or repeal any right to indemnification
or exculpation covering or benefiting any director nominated or appointed pursuant to this Agreement as and to the extent consistent with
applicable Law, the Organizational Documents of Waldencast and any indemnification agreements with directors (whether such right is contained
in the Organizational Documents or another document) (except to the extent such amendment or alteration permits Waldencast to provide
broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). Waldencast shall at all times purchase
and maintain directors’ and officers’ liability insurance with liability limits, exclusions and self-retention amounts substantially
comparable to those maintained by public companies of a similar size, industry and risk profile as Waldencast.



 


		5.4	Reimbursement of Expenses. Waldencast shall reimburse the directors for all reasonable out-of-pocket expenses incurred in connection
with their attendance at meetings of the Board and any committees thereof, including travel, lodging and meal expenses.



 


		6.	Termination.



 


		6.1	Termination Generally. This Agreement shall terminate in its entirety immediately upon the occurrence of any of the following
events:



 


		6.1.1	on the date on which this Agreement is terminated by the written agreement of the Parties;



 


		6.1.2	with respect to any Company, on the date on which such Company is wound up, liquidated or dissolved or a Transfer of the Equity Securities
of such Company directly or indirectly owned by Waldencast has been effected in accordance with the terms of this Agreement, provided
that this Article 6.1.2 shall not apply in the event Waldencast chooses to exercise its right of purchase provided under Article 4.2;



 


		6.1.3	on the date on which Waldencast is wound up, liquidated or dissolved; or



 


		6.1.4	on the date on which a Change of Control shall have occurred.



 


		6.2	Consequences of Termination. In the event of termination of this Agreement pursuant to this Article 6, this Agreement shall
become null and void and have no effect, and the further obligations of the Parties under this Agreement shall terminate, and there will
be no liability on the part of any Party; provided that:



 


		6.2.1	Articles 9, 10 and 11 and this Article 6 shall survive any termination of this Agreement; and



 






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		6.2.2	no Party shall be relieved or released from any liability arising (i) as a result of a breach occurring at or before termination or
(ii) out of fraud.



 


		7.	Guarantee and Covenant to Own Cedarwalk.



 


		7.1	Guarantee. The Guarantor hereby guarantees as principal obligor to Waldencast the due and punctual payment of all amounts payable
by Cedarwalk under this Agreement. The Guarantor will maintain at all times assets sufficient to satisfy its obligations under this Agreement
including in accordance with this Section 7.1. The obligations of the Guarantor hereunder are unconditional and absolute and will not
be released, discharged or otherwise affected by (i) any change in the corporate existence, structure or ownership of Cedarwalk or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting Cedarwalk or its assets or any resulting release or discharge of any
obligation of Cedarwalk contained in this Agreement; (ii) the existence of any claim, set-off or other rights which the Guarantor may
have at any time against Cedarwalk or Waldencast, whether in connection with this Agreement or any unrelated transactions; (iii) any invalidity,
irregularity or unenforceability relating to or against Cedarwalk for any reason of this Agreement; (iv) any Permitted Transfers; or (v)
any other act or omission to act or delay of any kind by Cedarwalk or Waldencast.



 


		7.2	Covenant to Own Cedarwalk. Except for (i) Permitted Transfers and (ii) Transfers made in accordance with this Agreement, the
Guarantor hereby undertakes to directly or indirectly own and control at least 60% of the outstanding shares of Cedarwalk, to control
voting power over all outstanding shares of Cedarwalk and to vote all such shares in a block for so long as this Agreement shall remain
effective.



 


		7.3	Non-Disparagement. Subject to any applicable legal obligation to do so in response to or compliance with a subpoena, a validly
issued legal process or a request by a Governmental Authority, each of the Parties covenants and agrees that, during the term of this
Agreement, or until such earlier time as Waldencast and the Sponsor, on the one hand, and the Guarantor and Cedarwalk on the other hand,
or any of their respective Representatives (as defined below) shall have breached this Article 7.3, none of the Parties nor any of their
respective agents, Subsidiaries, Affiliates, successors, assigns, principals, equityholders, officers, employees or directors (collectively,
“Representatives”) shall publicly criticize, attempt
to discredit, disparage, call into disrepute, or otherwise defame or slander, with respect to Waldencast and the Sponsor, the brands or
products, of the Guarantor, Cedarwalk, or their respective Subsidiaries and Affiliates, and with respect to Cedarwalk and the Guarantor,
the brands or products of Waldencast, the Sponsor or their respective subsidiaries, except that the Parties may (i) make any factual statement
required by law or (ii) respond to any breach by the other Parties of this Article 7.3.



 


		7.4	Non-Solicitation. During the term of this Agreement, Waldencast and the Sponsor, and their respective Subsidiaries, on the
one hand, and the Guarantor and Cedarwalk and their respective Subsidiaries (including the Companies), on the other hand, shall not (i)
solicit, induce or attempt to solicit or induce any employee, consultant or independent contractor of the other Parties to leave the employ
or engagement of such Parties, or in any way materially interfere with the relationship between such Parties and any employees, consultant
or independent contractor thereof, or (ii) hire or engage any person who was an employee, or known by such Person to be a consultant or
independent contractor of any of the other Parties at any time during the three (3) month period immediately prior to the date on which
such hiring or engagement would take place; provided that the foregoing shall not prohibit soliciting by general advertisements or other
general recruitment techniques so long as such advertisements or techniques are not specifically directed at the employees, consultants
or independent contractors of such other Party or Parties or any hiring resulting from such general advertisements or recruitment techniques.



 






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		8.	Representations and Warranties.



 


		8.1	Representations and Warranties. Each Party severally warrants to each of the other Parties that:



 


		8.1.1	such Party is duly organized and validly existing under the Laws of the jurisdiction of its organization.



 


		8.1.2	such Party has the requisite organizational power and authority to enter into and to perform its obligations under this Agreement.



 

		8.1.3	all organizational actions on the part of such Party necessary for the authorization of this Agreement have been taken.



 


		8.1.4	assuming the due authorization, execution and delivery of this Agreement by the other Parties, this Agreement constitutes legally
binding and enforceable obligations of such Party (i) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other Laws of general application affecting enforcement of creditors’ rights, and (ii) subject to general
principles of equity.



 


		8.1.5	the execution, delivery and performance by such Party of this Agreement will not: (i) breach or violate any provision of such Party’s
Organizational Documents; (ii) result in a breach or violation of any applicable Law; or (iii) result in a breach of, or constitute a
default under, any contract or agreement to which such Party is a party or by which such Party is bound, except in any of the cases under
sub-clauses (ii) or (iii) where such breach, violation or default would not materially and adversely affect such Party’s ability
to enter into or perform its obligations under this Agreement.



 


		8.1.6	all necessary consents, licenses, approvals or authorizations of, exemptions by or registrations with or declarations by, any Governmental
Authority required by such Party for the execution and delivery of this Agreement have been obtained or made, are valid and subsisting
and will not be contravened by the execution and delivery of this Agreement.



 


		8.2	Other Guarantor Representations and Warranties. The Guarantor is a creditworthy entity and has assets sufficient to satisfy
its obligations under this Agreement, including in accordance with Section 7.1.



 


		9.	Governing Law; Dispute Resolution.



 


		9.1	Governing Law. This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region, without reference
to any choice of law principle or rule that would require the application of the law of any other jurisdiction.



 






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		9.2	Dispute Resolution. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the
existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising
out of or relating to it (each, a “Dispute”) that is not resolved by negotiation between the parties shall be submitted
to mediation pursuant to the Mediation Rules of the Hong Kong International Arbitration Centre (“HKIAC”).  The
submission or reference to mediation does not prevent the parties from seeking any urgent interim measure or urgent relief in any court
or before any arbitral tribunal as referred to in clause 7 below. Any Dispute that is not resolved in writing within 60 days following
submission to mediation (and any question of the arbitral tribunal’s jurisdiction) shall be referred to and finally resolved by
arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration
Rules in force when the Notice of Arbitration is submitted (the “Rules”), except as modified herein.



 


		9.3	The seat of arbitration shall be Hong Kong, and the arbitration shall be conducted in the English language. The arbitration proceedings
shall be governed by, and the law of the arbitration clause shall be, Hong Kong law.



 


		9.4	The arbitration shall be conducted by three arbitrators, two of whom who shall be designated by the parties in Notice of Arbitration
and the Answer to the Notice of Arbitration. If there are two or more than two parties to an arbitration, then any of Waldencast or Sponsor
that are parties to the arbitration shall designate one arbitrator,
and any of Cedarwalk or Guarantor that are parties to the arbitration shall designate one arbitrator. The two arbitrators so designated
shall designate the third and presiding arbitrator within twenty (20) days of the confirmation of the second arbitrator. Any arbitrator
not timely designated as provided herein shall be appointed by HKIAC in accordance with the Rules.



 


		9.5	The parties agree that any claims arising under this Agreement and any of the Obagi China Distribution Agreement, dated as of July
14, 2022, by and between Obagi Holdings and Cedarwalk; the Transition Services Agreement, dated as of July 14, 2022, by and between Obagi
Cosmeceuticals LLC, a Delaware limited liability company (“Obagi Cosmeceuticals”) Obagi Netherlands B.V., (“Obagi Netherlands”),
Obagi Holdings and Obagi Hong Kong (the “TSA”); the Global Supply Services Agreement dated as of July 14, 2022 by and
between Obagi Cosmeceuticals and Obagi Hong Kong (the “Supply Agreement”); the Intellectual Property License Agreement
by and between Obagi Cosmeceuticals, Obagi Holdings and Obagi Hong Kong (the “License Agreement”); and the Letter Agreement
dated as of July 14, 2022 by and between Obagi Holdings, Obagi Cosmeceuticals and Cedarwalk (the “Obagi License Letter Agreement”),
can be made in a single arbitration as though all of the claims had arisen under the same agreement. The parties agree that when two or
more arbitrations have been commenced pursuant to this Agreement and any of such agreements referenced in the preceding sentence, they
can be consolidated in a single arbitration as though all of the claims in the arbitrations were made under the same arbitration agreement.



 


		9.6	In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to
an injunction and specific performance of any obligation under this Agreement.



 


		9.7	By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction,
pre-arbitral attachment or other order in aid of arbitration proceedings. Without prejudice to such provisional remedies that may be granted
by a court, the arbitral tribunal shall have full authority to grant provisional remedies, to order a party to request that a court modify
or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrator’s
orders to that effect.



 


		9.8	The award of the arbitral tribunal shall be final and binding upon the parties thereto, and shall be the sole and exclusive remedy
between the parties regarding any disputes presented to the arbitrators. Judgment upon any award may be entered in any court having jurisdiction
over any party or any of its assets.



 






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		9.9	Any arbitration hereunder shall be confidential, and the parties and their agents agree not to disclose to any third party (i) the
existence or status of the arbitration, (ii) all information made known and documents produced in the arbitration not otherwise in the
public domain, and (iii) all awards arising from the arbitration, except and to the extent that disclosure is required by applicable Law
or is required to protect or pursue a legal right.



 


		9.10	Notwithstanding any provision of this Agreement or rules of HKIAC to the contrary, each party shall be solely responsible for all
costs and expenses of such party (including without limitation attorneys’ and experts’ fees and expenses and costs of investigation)
relating to any mediation or arbitration relating to this Agreement.



 


		10.	Notices.



 


		10.1	Form of Notice. Unless otherwise expressly stated, any notice to be given hereunder shall be in writing and signed by or on
behalf of the Person giving it. Any such notice shall be given either:



 

		10.1.1	by email;



 


		10.1.2	by hand delivery; or



 


		10.1.3	by sending it via reputable international courier service to the Party to be served.



 


		10.2	Notice Addresses. The addresses for notices for the Parties are set forth as follows:



 


	 	If to Waldencast, to	 
	 	 	 
	 	Address:	Waldencast Acquisition Corp.
	 	 	10 Bank Street, Suite 560, White Plains, NY 10606
	 	 	 
	 	Attention:	Michel Brousset
	 	 	 
	 	Email:	michel@waldencast.com
	 	 	 
	 	with a copy to (which will not constitute notice):
	 	 	 
	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	One Manhattan West
	 	New York, New York 10001
	 	 
	 	Attention:	Paul T. Schnell
	 	 	Maxim Mayer-Cesiano
	 	 	 
	 	Email:	paul.schnell@skadden.com
	 	 	maxim.mayercesiano@skadden.com
	 	 	 
	 	If to Sponsor, to	 
	 	 	 
	 	Address:	Maples Corporate Services Limited
	 	 	PO Box 309, Ugland House Grand Cayman E9
	 	 	KY1-1104
	 	 	 
	 	Attention:	Emerson Melo
	 	 	 
	 	Email:	emersonm@dynamo.com.br



 






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	 	with a copy to (which will not constitute notice):
	 	 	 
	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	One Manhattan West
	 	New York, New York 10001
	 	 
	 	Attention:	Paul T. Schnell
	 	 	Maxim Mayer-Cesiano
	 	 	 
	 	Email:	paul.schnell@skadden.com
	 	 	maxim.mayercesiano@skadden.com



 


	 	If to Cedarwalk, to:
	 	 	 
	 	Address:	Cedarwalk Skincare Limited
	 	 	Rm 3001-3010
	 	 	30/F, China Resource Building
	 	 	26 Harbour Rd
	 	 	Wanchai, Hong Kong
	 	 	 
	 	Attention:	Mr. Simon Dai
	 	 	 
	 	Email:	Simon-dsc@hotmail.com
	 	 	 
	 	with a copy to (which will not constitute notice):
	 	 	 
	 	Nixon Peabody LLP
	 	Tower 46
	 	55 West 46th Street
	 	New York, New York 10036-4120
	 	 
	 	Attention:	David Cheng, Esq.
	 	 	Richard F. Langan, Jr., Esq.
	 	 	 
	 	Email:	dcheng@nixonpeabody.com
	 	 	rlangan@nixonpeabody.com
	 	 	 
	 	If to the Guarantor, to:	 
	 	 	 
	 	Address:	CWC Skincare Ltd.
	 	 	Rm 3001-3010
	 	 	30/F, China Resource Building
	 	 	26 Harbour Rd
	 	 	Wanchai, Hong Kong
	 	 	 
	 	Attention:	Mr. Steven Dai
	 	 	 
	 	Email:	steve.dai@zhfinh.com mailto:Simon-dsc@hotmail.com



 






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	 	with a copy to (which will not constitute notice):
	 	 	 
	 	Nixon Peabody LLP
	 	Tower 46
	 	55 West 46th Street
	 	New York, New York 10036-4120
	 	 
	 	Attention:	David Cheng, Esq.
	 	 	Richard F. Langan, Jr., Esq.
	 	 	 
	 	Email:	dcheng@nixonpeabody.com
	 	 	rlangan@nixonpeabody.com


 


Any Party’s address may be changed by such Party by
notification to the Company and the other Parties in accordance with this Article 10. Any notice or communication given by email shall
be promptly confirmed by delivery of a copy of such notice or communication by hand or overnight delivery service; provided that
for purposes of determining time of receipt of the notice, Article 10.3.1 shall apply.


 


		10.3	Service of Notice. Any notice given pursuant to:



 


		10.3.1	Article 10.1.1 shall be deemed to be given at the time the email containing or attaching the notice was sent to the email address
referred to in Article 10.2, as recorded on the email account on the sender’s machine; provided that (i) if such time shall not
be during a Business Day or is after 5:30 p.m. on a Business Day (addressee’s local time), such notice shall be deemed to be given
at 9:00 a.m. (addressee’s local time) on the next following Business
Day and (ii) receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to
the recipient; and









 


		10.3.2	Article 10.1.2 or Article 10.1.3 shall be deemed to be given at the time of delivery (with proof of receipt), unless such time shall
not be during a Business Day or is after 5:30 p.m. on a Business Day (addressee’s local time), in which event it shall be deemed
to be given at 9:00 a.m. (addressee’s local time) on the next following Business Day.



 


		11.	Miscellaneous.



 


		11.1	Entire Agreement. This Agreement supersedes all prior agreements, whether written or oral, between the Parties with respect
to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect
to the subject matter of this Agreement.



 


		11.2	Specific Performance. The Parties hereby acknowledge and agree that the failure of a Party to perform its agreements and covenants
hereunder may cause irreparable injury to the other Parties, for which damages alone, even if available, will not be an adequate remedy.
Accordingly, each Party hereby consents that, notwithstanding Article 9.2, the Parties shall be entitled to seek the remedies of injunction,
specific performance or other equitable relief from any court or tribunal of competent jurisdiction for any threatened or actual breach
of the terms of this Agreement, to enforce specifically the terms and provisions hereof and to compel performance of such Party’s
obligations, this being in addition to and without prejudice to any other rights or remedies to which any Party is entitled under this
Agreement. The Parties further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy,
and that, such remedy shall be in addition to any other remedy to which a Party is entitled at law or in equity.



 


		11.3	No Assignments Generally. Except in connection with Permitted Transfers, no Party may assign the benefit of this Agreement
(in whole or in part) or transfer, declare a trust over or otherwise dispose of in any manner whatsoever its rights or obligations under
this Agreement or subcontract or delegate in any manner whatsoever its performance under this Agreement (each of the above, a “dealing”)
without the prior written consent of the other Parties. Except as expressly permitted by this Article 11.3, any dealing or purported dealing
with respect to the whole or any part of this Agreement shall be void.



 






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		11.4	Amendments and Waivers. No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the
Parties. Any amendment, termination or waiver of any term of this Agreement effected in accordance with this Article 11.4 shall be binding
upon each of the Parties hereto and their respective successors and assigns.



 


		11.5	Remedies and Waivers.



 


		11.5.1	No waiver of any right under this Agreement shall be effective unless in writing. Unless expressly stated otherwise a waiver shall
be effective only in the circumstances for which it is given.



 


		11.5.2	No delay or omission by any Party in exercising any right or remedy provided by law or under this Agreement shall constitute a waiver
of such right or remedy.



 


		11.5.3	The single or partial exercise of a right or remedy under this Agreement shall not preclude any other nor restrict any further exercise
of any such right or remedy.



 

		11.5.4	The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.



 


		11.5.5	Without prejudice to any other rights or remedies that a Party may have, the Parties acknowledge and agree that damages may not be
an adequate remedy for any breach of this Agreement and that the remedies of injunction, specific performance and other equitable remedies
will be available where appropriate.



 


		11.6	Counterparts. This Agreement may be executed in two or more counterparts, and by different parties in separate counterparts,
with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute one and the same
instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format)
or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original
signatures and shall be considered original executed counterparts of this Agreement.



 


		11.7	Severability and Validity. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect
under the Law of any jurisdiction, it shall be deemed to be severed from this Agreement and the Parties shall use all reasonable endeavors
to replace such provision with one having an effect as close as possible to the deficient provision. The remaining provisions will remain
in full force in that jurisdiction and all provisions will continue in full force in any other jurisdiction.



 


		11.8	Costs and Expenses. Save as otherwise expressly provided in this Agreement, each Party shall pay its own costs, charges and
expenses (including legal fees) in relation to the negotiation, preparation, execution and implementation of this Agreement and all other
documents mentioned herein.



 


		11.9	Third Parties. This Agreement is binding upon, inures to the benefit of and is enforceable by, the Parties and their respective
successors and assigns. A Person who is not a Party to this Agreement shall have no right under this Agreement to enforce any of the terms
of this Agreement. The Parties may amend or vary this Agreement in accordance with its terms without the consent of any other Person.



 


		11.10	Further Assurance. Each of the Parties severally undertakes that it shall take all reasonable steps within their powers to
perform or procure the performance of all such acts and execute and deliver or procure the execution and delivery of all such documents
(in each case at its own expense), as may be required by applicable Law or as any other Party may reasonably require in order to secure
to the other Parties the full benefit of this Agreement.



 


		11.11	Designee. Where Waldencast has the right to designate a designee under this Agreement, it may designate any of its controlled
Affiliates (a “Permitted Designee”) as its designee
to accept or exercise the applicable right or power hereunder for such designee’s own account; provided, however, that no
such designation shall relieve Waldencast of any of its obligations under this Agreement.



 


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Left Blank]


 




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IN WITNESS WHEREOF, the Parties hereto have executed
this Agreement as of the date first written above.


 


	 	Waldencast plc
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name:	Michel Brousset
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	Waldencast Long-Term Capital LLC
	 	 
	 	By:	/s/ Michel Brousset
	 	 	Name: 	Michel Brousset
	 	 	Title:	Founder / CEO



 






     


     


    

 


	 	Cedarwalk Skincare Ltd.
	 	 
	 	By:	/s/ Simon Dai
	 	 	Name:	Simon Dai
	 	 	Title:	Director
	 	 	 	 
	 	CWC Skincare Ltd.
	 	 
	 	By:	/s/ Simon Dai
	 	 	Name: 	Simon Dai
	 	 	Title:	Director