Exhibit 4.21


 


INDEMNIFICATION AGREEMENT 


 


This Indemnification Agreement (“Agreement”) is made as
of July 27, 2022 by and between Waldencast, plc, a public limited liability company incorporated under the laws of Jersey (the “Company”),
and Aaron Chatterley, a member of the board of directors of the Company (“Indemnitee”). This Agreement supersedes and replaces
any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.


 


RECITALS 


 


WHEREAS, the board of directors of the Company (the “Board”)
believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors unless they are provided
with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims
and actions against them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS, the Board has determined that, in order to attract and retain
qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and
widespread practice among corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Memorandum and Articles of Association (the “Articles”) of the Company require indemnification of the directors
of the Company. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board with respect to indemnification and advancement of expenses;


 


WHEREAS, the uncertainties relating to such insurance, to indemnification,
and to advancement of expenses may increase the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders and that the Company should
act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary for the Company, subject
to the Companies (Jersey) Law 1991, as amended (the “Law”) (including, but not limited to, the Law and any amendments to or
replacements of the Law adopted after the date of this Agreement that expand the Company’s ability to indemnify its directors),
to contractually obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable
law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;


 


WHEREAS, this Agreement is a supplement to and in furtherance of the
Articles and any resolutions adopted pursuant thereto, and is not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee
thereunder; and


 


WHEREAS, Indemnitee does not regard the protection available under
the Articles and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as a director
without adequate additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee
is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee
be so indemnified and be advanced expenses.


 






     


    


    

 


NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Services to the Company. Indemnitee agrees to serve
as a director of the Company. Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual
obligation or any obligation, including any fiduciary duty, imposed by operation of law). This Agreement does not create any obligation
on the Company to continue Indemnitee in such position and is not an employment contract between the Company (or any of its subsidiaries
or any Enterprise (as defined herein)) and Indemnitee.


 


Section 2. Definitions. As used in this Agreement:


 


(a) “Agent” means any person who is authorized by the Company
or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.


 


(b) A “Change in Control” occurs upon the earliest to occur
after the date of this Agreement of any of the following events:


 


i. Acquisition of Shares by Third Party. Any Person (as defined
below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial
ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares
of securities entitled to vote generally in the election of directors;


 


ii. Change in Board. During any period of two consecutive years
(not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board,
and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction
described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv) of this Agreement) whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute
at least a majority of the members of the Board;


 


iii. Corporate Transactions. The effective date of a merger
or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities
of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of
the board of directors or other governing body of such surviving entity;


 


iv. Liquidation. The approval by the shareholders of the Company
of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the
Company’s assets; and


 


v. Other Events. There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any
similar schedule or form) promulgated under the Exchange Act (as defined herein), whether or not the Company is then subject to such reporting
requirement.


 


vi. For purposes of this Section 2(b), the following terms have the
following meanings:


 


	 	1	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 


 


	 	2	“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company. 


 


	 	3	“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the shareholders of the Company approving a merger of the Company with another entity. 


 






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(c) “Corporate Status” describes the status of a person
who is or was acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.


 


(d) “Disinterested Director” means a director of the Company
who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.


 


(e) “Enterprise” means any other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request
of the Company as a director, officer, employee, or Agent.


 


(f) “Expenses” includes all reasonable attorneys’
fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee
as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection
with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any
cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) of this Agreement only, Expenses
incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement,
by litigation or otherwise. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines
against Indemnitee.


 


(g) “Independent Counsel” means a law firm, or a member
of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained
to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning
the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(h) The term “Proceeding” includes any threatened, pending
or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal
therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise arising out of
(i) Indemnitee’s Corporate Status, (ii) any action taken by Indemnitee (or a failure to take action by Indemnitee) or (iii) any
action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether
or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement
of Expenses can be provided under this Agreement.


 






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Section 3. Indemnity in Third-Party Proceedings. The Company
will indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to
or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant
to this Section 3, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments,
fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect
of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable
cause to believe that Indemnitee’s conduct was unlawful.


 


Section 4. Indemnity in Proceedings by or in the Right of the Company.
The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made,
a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section
4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company
will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee
has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware
Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication
of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


Section 5. Indemnification for Expenses of a Party Who is Wholly
or Partly Successful. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee is successful, on the merits
or otherwise. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue
or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim,
issue or matter.


 


Section 6. Indemnification For Expenses of a Witness. To the
fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee
is a witness, deponent, interviewee, or otherwise asked to participate.


 


Section 7. Partial Indemnification. If Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total
amount thereof, the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


Section 8. Additional Indemnification. Notwithstanding any limitation
in Sections 3, 4, or 5 of this Agreement, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law (including,
but not limited to, the Law and any amendments to or replacements of the Law adopted after the date of this Agreement that expand the
Company’s ability to indemnify its directors) if Indemnitee is a party to or threatened to be made a party to any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its favor).


 






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Section 9. Exclusions. Notwithstanding any provision in this
Agreement, the Company is not obligated under this Agreement to make any indemnification payment to Indemnitee in connection with any
Proceeding:


 


(a) for which payment has actually been made to or on behalf of Indemnitee
under any insurance policy or other indemnity provision, except to the extent provided in Section 15(b) of this Agreement and except with
respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b) for (i) an accounting of profits made from the purchase and sale
(or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions
of applicable law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation
or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation
pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including
but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange
Act; or


 


(c) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i)
the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement, of Expenses, including
a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding
(or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant
to the powers vested in the Company under applicable law.


 


Section 10. Advances of Expenses.


 


(a) The Company will advance, to the extent not prohibited by law,
the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any
Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s
rights to obtain indemnification or advancement of Expenses from the Company or Enterprise, including a proceeding initiated pursuant
to Section 14 of this Agreement or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The
Company will advance the Expenses within thirty (30) days after the receipt by the Company of a statement or statements requesting such
advances from time to time, whether prior to or after final disposition of any Proceeding.


 


(b) Advances will be unsecured and interest free. Indemnitee undertakes
to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be
indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No
other form of undertaking is required other than the execution of this Agreement.


 


Section 11. Procedure for Notification of Claim for Indemnification
or Advancement.


 


(a) Indemnitee will notify the Company in writing of any Proceeding
with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable
following the receipt by Indemnitee of notice thereof. Indemnitee will include in the written notification to the Company a description
of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification
following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from
any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver
by Indemnitee of any rights under this Agreement to the extent such delay does not adversely impact the Company. The Secretary of the
Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee
has requested indemnification or advancement.


 






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(b) The Company will be entitled to participate in the Proceeding at
its own expense.


 


Section 12. Procedure Upon Application for Indemnification.


 


(a) Unless a Change of Control has occurred, the determination of Indemnitee’s
entitlement to indemnification will be made:


 


i. by a majority vote of the Disinterested Directors;


 


ii. by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors;


 


iii. if there are no such Disinterested Directors or, if the number
of Disinterested Directors is less than a quorum of the Board or, if such Disinterested Directors so direct, by written opinion provided
by Independent Counsel selected by the Board; or


 


iv. if so directed by the Board, by the shareholders of the Company.


 


(b) If a Change in Control has occurred, the determination of Indemnitee’s
entitlement to indemnification will be made by written opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee
requests such selection be made by the Board).


 


(c) The party selecting Independent Counsel pursuant to subsection
(a)(iii) or (b) of this Section 12 will provide written notice of the selection to the other party. The notified party may, within ten
(10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting party a written objection to
such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection
will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will
act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or the Delaware Court of Chancery has determined that such objection
is without merit. If, within 30 days after the later of submission by Indemnitee of a written request for indemnification pursuant to
Section 11(a) of this Agreement and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected,
any objection to has not been resolved, either the Company or Indemnitee may petition the Delaware Court of Chancery for the appointment
as Independent Counsel of a person selected by such court or by such other person as such court designates. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel will be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(d) Indemnitee will cooperate with the person, persons or entity making
the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity
upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that
is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will, subject to applicable law, advance
and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination
irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing of the determination that Indemnitee is
or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied, and providing
a copy of any written opinion provided to the Board by Independent Counsel.


 


(e) If, subject to applicable law, it is determined that Indemnitee
is entitled to indemnification, the Company will make payment to Indemnitee within thirty (30) days after such determination.


 






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Section 13. Presumptions and Effect of Certain Proceedings.


 


(a) In making a determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such determination will, to the fullest extent not prohibited by law, presume Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section
11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to overcome that
presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior
to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has
met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel)
that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee
has not met the applicable standard of conduct.


 


(b) If the determination of the Indemnitee’s entitlement to indemnification
has not made pursuant to Section 12 of this Agreement within sixty (60) days after the later of (i) receipt by the Company of Indemnitee’s
request for indemnification pursuant to Section 11(a) of this Agreement and (ii) the final disposition of the Proceeding for which Indemnitee
requested Indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification will,
to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law. The Determination Period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons
or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the
obtaining or evaluating of documentation and/or information relating thereto; provided that the Determination Period may be extended
an additional fifteen (15) days if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section
12(a)(iv) of this Agreement.


 


(c) The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as
otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct
was unlawful.


 


(d) For purposes of any determination of good faith, Indemnitee will
be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of the Company, its subsidiaries, or
an Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company, its
subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the Company, its subsidiaries, or
an Enterprise or on information or records given or reports made to the Company or an Enterprise by an independent certified public accountant
or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries,
or an Enterprise. Further, Indemnitee will be deemed to have acted in a manner “not opposed to the best interests of the Company,”
as referred to in this Agreement, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests
of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 13(d) is not exclusive and does not
limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth
in this Agreement.


 


(e) The knowledge and/or actions, or failure to act, of any director,
officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes
of determining Indemnitee’s right to indemnification under this Agreement.


 






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Section 14. Remedies of Indemnitee.


 


(a) Indemnitee may commence litigation against the Company in the Delaware
Court of Chancery to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination
is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company
does not advance Expenses pursuant to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made
pursuant to Section 12 of this Agreement within the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section
5 or 6 or the second to last sentence of Section 12(d) of this Agreement within thirty (30) days after receipt by the Company of a written
request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within 30 days after
a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person
takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or
Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder.
Alternatively, Indemnitee, at Indemnitee’s option, or the Company, at the Company’s option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
or the Company, as applicable, must commence such Proceeding seeking an adjudication or an award in arbitration within one hundred and
eighty (180) days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 14(a);
provided, however, that the foregoing clause does not apply in respect of a Proceeding brought by Indemnitee to enforce
Indemnitee’s rights under Section 5 of this Agreement. The Company will not oppose Indemnitee’s right, and Indemnitee will
not oppose the Company’s right, to seek any such adjudication or award in arbitration.


 


(b) If a determination is made pursuant to Section 12 of this Agreement
that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 will
be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee may not be prejudiced by reason of
that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company will have the
burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and will not introduce
evidence of the determination made pursuant to Section 12 of this Agreement.


 


(c) If a determination is made pursuant to Section 12 of this Agreement
that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition
of such indemnification under applicable law.


 


(d) The Company is, to the fullest extent not prohibited by law, precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and will stipulate in any such court or before any such arbitrator that the Company
is bound by all the provisions of this Agreement.


 


(e) It is the intent of the Company that, to the fullest extent permitted
by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense
of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will
(within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred
by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses
from the Company, or concerning any directors’ liability insurance policies maintained by the Company, and will indemnify Indemnitee
against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such action were made in bad
faith or were frivolous or are prohibited by law.


 






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Section 15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a) The indemnification and advancement of Expenses provided by this
Agreement are neither mutually exclusive and together or separately are not exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise.
The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment, alteration
or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status
occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in applicable law, whether by statute
or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Articles or
this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such
change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
is cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of
any other right or remedy.


 


(b) If, at the time of the receipt of a notice of a claim pursuant
to this Agreement, the Company has director and officer liability insurance in effect, the Company will give prompt notice of such claim
or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective
policies.


 


(c) The Company’s obligation to indemnify or advance Expenses
hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise will be reduced by any amount
Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. Notwithstanding anything to the contrary
in this Agreement, the Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with
respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status
with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the
Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an
Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status
with such Enterprise.


 


(d) Indemnitee will execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce
such rights.


 


Section 16. Duration of Agreement. This Agreement continues
until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee ceases to have a Corporate Status or (b) one
(1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification
or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto.
The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the Company), continue as to an Indemnitee who has ceased to be
a director of the Company or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.


 


Section 17. Severability. If any provision or provisions of
this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability
of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any
way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will
be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto;
and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
will be construed so as to give effect to the intent manifested thereby.


 






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Section 18. Interpretation. Any ambiguity in the terms of this
Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted
by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted by law for indemnification and advancement
in excess of that expressly provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company shareholders
or disinterested directors, or applicable law.


 


Section 19. Enforcement.


 


(a) The Company expressly confirms and agrees that it has entered into
this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the
Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or
officer of the Company.


 


(b) This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between
the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to
and in furtherance of the Articles and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


 


Section 20. Modification and Waiver. No supplement, modification
or amendment of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this
Agreement will be deemed or constitutes a waiver of any other provisions of this Agreement nor will any waiver constitute a continuing
waiver.


 


Section 21. Notice by Indemnitee. Indemnitee agrees promptly
to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure
of Indemnitee to so notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement
or otherwise.


 


Section 22. Notices. All notices, requests, demands and other
communications under this Agreement will be in writing and will be deemed to have been duly given if (a) delivered by hand to the other
party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt
of oral confirmation that such communication has been received:


 


(a) If to Indemnitee, at the address indicated on the signature page
of this Agreement, or such other address as Indemnitee provides to the Company.


 


(b) If to the Company to:


 





	Waldencast plc
	10 Bank Street, Suite 560
	White Plains, NY 10606
	Attention: Michel Brousset
	Email:	michel.brousset@waldencast.com
	 	 
	with a copy, which shall not constitute notice, to: 
	 	 
	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


 


or to any other address as may have been furnished to Indemnitee by
the Company.


 






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Section 23. Contribution. To the fullest extent permissible
under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the
Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties,
excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding
in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s)
giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


 


Section 24. Applicable Law and Consent to Jurisdiction. This
Agreement and the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the State
of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to
Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or Proceeding
arising out of or in connection with this Agreement may be brought only in the Delaware Court of Chancery and not in any other state or
federal court in the United States of America or any other country, provided that if, and only if, the Delaware Court of Chancery lacks
jurisdiction, the parties agree that any such action or Proceeding may be brought in any state or federal court in the State of Delaware,
(ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery (or, if applicable, any other state or federal
court in the State of Delaware) for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive
any objection to the laying of venue of any such action or Proceeding in the Delaware Court of Chancery (or, if applicable, any other
state or federal court in the State of Delaware), and (iv) waive, and agree not to plead or to make, any claim that any such action or
Proceeding brought in the Delaware Court of Chancery (or, if applicable, any other state or federal court in the State of Delaware) has
been brought in an improper or inconvenient forum.


 


Section 25. Identical Counterparts. This Agreement may be executed
in one or more counterparts, each of which will for all purposes be deemed to be an original but all of which together constitutes one
and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence
the existence of this Agreement.


 


Section 26. Headings. The headings of this Agreement are inserted
for convenience only and do not constitute part of this Agreement or affect the construction thereof.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the day and year first above written.


 





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


 


	 	Indemnitee
	 	 	 
	 	By:	/s/
    Aaron Chatterley
	 	 	Name:
    	Aaron
    Chatterley
	 	 	Address: 
    	c/o
    Waldencast plc
	 		 	10
    Bank Street, Suite 560
	 		 	White
    Plains, NY 10606





 


[Signature Page to Indemnification Agreement]


 


 


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