Waldencast SPAC Presentation Deck

Disclaimer This presentation (this "Presentation relates to a proposed business combination (the "Business Combination") between Waldencast Acquisition Corp. ("Waldencast") and OBAGI Global Holdings Limited and its subsidiaries ("OBAGI) and Mik Makeup, LLC (MK) Forward Looking Statements This Presentation contains certain forward-looking statements within the meaning of the federal securities lows with respect to the proposed transactions among OBAGI MIk and Waldencost, including statements regarding the intended benefits of the transactions, the anticipated timing of the transactions and the growth strategies of Waldencast, CBAGI and Milk. These forward-looking statements generally are identified by the words "estimates projects, axpects anticipates forecasts "plans intends, bolovas soaks may, wil would should futuro, propose "target goal objective, "outlook" and variations of those words or similar expressions (or the negative versions of such words of expressions) These forward-looking statements are not guarantees of future performance, conditions or resuts, and involve a number of known and unknown fisks, uncertainties, assumptions and other important factors, many of which are outside the control of Waidencast. OBAGI, ond Mk that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements Important factors among others, that may affect actual results of outcomes include, but are not limited to: (0) the risk that the transactions may not be completed in a timely manner or at all which may adversely affect the price of Waldencast's securities. (1) the risk that Waldencost shareholder approval of the proposed transactions is not obtained. () the inability to recognize the anticipated benefits of the proposed transactions, which may be affected by, among other things, the amount of funds available in Waldencast's trust account following any redemptions by Waldencast's shareholders (v) me failure to receive certain governmental and regulatory approvals (v) the inability to complete the PPE Investment or the Forward Purchase Agreements (v) the occurrence of any event, change or other circunstance that could give rise to the termination of the CBAGI Merger Agreement or the Milk Equity Purchase Agreement. (vi) changes in general economic conditions, including as a result of the COMID-19 pandemic, (vi) the outcome of Itigation related to or arising out of the proposed transactions, or any adverse developments theroin or delays or casts rosulting therefrom, (x) the affect of the announcement or pendency of the transactions on OBAGI's or Mik's business relationships, operating results and businesses generally. (x) the ability to meet Nosolog's listing standards following the consummation of the proposed transactions (0) costs related to the proposed transactions. (x) that the price of Waldencast's securities may be volatile due to a variety of factors, including Waldencast's OBAGI's or MIK's inability to implement their business plans or meet or exceed their financial projections and changes in the combined capital structure. (x0) the ability to implement business plans forecasts, and other expectations after the completion of the proposed transactions, and identify and realize additional opportunities and (iv) the ability of OBAGI and Mix to implement their strategic initiatives and continue to innovate their existing products and anticipate and respond to market trends and changes in consumer preferences. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Waldencast's registration statement on Form S-1 (File No. 333-253370), the registration statement on Form S-4 discussed above, the proxy statement/prospectus and other documents filed or that may be fled by Waldencast from time to time with the SEC. These flings identity and address other important risks and uncertainties that could cause actual avants and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Waldencost. CBAGI and Milk assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information future events, or otherwise. Neither Waldencost, OBAGL or Milk gives any assurance that Waldencost. OBAGI or Milk, or the combined company will achieve their expectations. You should carefully consider the risks and uncertainties described in the Risk Factors" section of Waldencosts registration statement on Form S-1, the proxy statement/prospectus on Form 5-4 or other appropriate for relating to the Business Combination, which is expected to be fled by Woldencost with the Securities and Exchange Commission (the "SEC and other documents fled by Waldencast from time to time with the SEC. These fings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Reades are cautioned not to put undue reliance on forward-looking statements, and Woldencost and each of OBAGI and Milk assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Waldencast OBAGI or Mik gives any assurance that any of Waldencast. OBAGI or Mik will achieve its expectations This Presentation contains certain financial projections forecasts estimates and targets of OBAGI and M. Such financial projections forecasts estimates and targets constitute forward-looking information, and are for ilustrative purposes only and should not be relied upon as necessarly being indicative of future results. The assumptions and ostmates underlying such financial projections, forecasts, estimates and targets are inherently uncertain and are subject to a wide variety of significant business, economic, compettive and other risks and uncertainties Soo Forward-Locking Statements above. While all financial projections, forecasts, estimates and targets are necessarily speculative. Waidencost CBAGI and Mik beleve that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, forecost, estimate or target extends from the date of preparation Actual results moy differ materially from the results contemplated by the financial projections forecasts estimates and targets contained in this Presentation, and the inclusion of such information in the Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Trademarks Waldencast, OBAGI and MiK own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation may also contain trademarks, service marks trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties trademarks, service marks trade names or products in this Presentation is not intended to, and does not imply, a relationship with Waldencast OBAGI or Mk or an endorsement or sponsorship by or of Woldencost OBAGI or Mik. Solely for convenience me trademarks, service marks trade names and copyrights referred to in this Presentation may appear without the TM SM,@or Osymbols, but such references are not intended to indicate, in any way. that Waldencast. OBAGI or Milk will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights Financial information: Non-GAAP Financial Measures The financial information and data contained in this Presentation has not been audited in accordance with the standards of the Public Company Accounting Oversight Board and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement to be filed by Waldencast relating to the proposed Business Combination and the proxy statement/prospectus contained therein. This Presentation also includes certain financial measures not presented in accordance with US generally accepted accounting principles ("GAAP) including Adjustod EBITDA and Adjusted EBITDA Margin, and certain ratios and other metrics derivad therefrom. CBAGI defines Adjusted EBITDA as oamings before Interest, taxes, depreciation, and amortization, excluding the impact of the China distribution carve-out and the business combination transaction costs as of December 31, 2021 (OBAGI Adjusted EBITDA) OBAGI defines Adjusted EBITDA margin as Adjusted EBITDA divided by net revenue ("OBAGI Adjusted EBITDA margin) Mik defines Adjusted EBITDA as earnings before intorest, taxes, depreciation, and ammortization excluding the business combination transaction costs as of December 31, 2021 (Mk Adjusted EBIDA), the post transaction combined company defines EBITDA as comings before interest, taxes depreciation and amortization (Combined Company EBITDA). The past transaction combinad company defines Adjusted EBITDA margin as combined Company EBITDA divided by net revenue ("Combined Company Adjusted EBITDA margin. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing CBAGI'S and Mik's financial results. Therefore, these measures should not be considered in isolation or as an aterative to net income under GAAP. You should be aware that OBAGI's and Mik's presentation of these measures may not be comparable to similarly-titled measures used by other companies Waldencast. OBAGI and Mix believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to OBAGI's and Mik's financial condition and results of operations Waldencost, OBAGI and Mix believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in comparing OBAGI's and Mik's financial measures with other similor companies many of which present similor non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent Imitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additionally, there can be no assurance that CBAGI and MK will not modify the presentation of those or similar non-GAAP measures in the future, including to make adjustments for future expenses or other items that the OBAGI and Mik beleve are appropriate in comparing its operating performance across reporting periods on a consistent basis. This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the informations excluded from these projected measures together with some of the excluded information not being ascertainable or accessible. Waldencost CBAGI and Mik are unable to quantity certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures s included. For the same reasons. OBAGI and Mik are unable to address the probable significance of the unavailable information, which could be material to future results Additional information and Where to Find it This Presentation does not constitute (1) solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction or () an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any security of Wardencost CBAGI Mk, the combined company or any of their respective offiates. nor shall there be ony sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. in connection with the proposed transaction Waldencast intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of Waldencast, referred to as a proxy statement/prospectus A proxy statement/prospectus will be sent to all Waldencost shareholders Waldencost also will file other documents regarding the proposed transaction with the SEC. This Presentation does not contain at the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. Before making any voting or investment doction, investors and security holders of Waldencast are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents flad or that will be fled with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain tree copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Waldencast through the website maintained by the SEC at www.sec.gov.in addition, the documents filed by Waldencast with the SEC may be obtained free of charge from Waldencast's website at https://www.waldencast.com/ or upon written request to 10 Bank Street. Suite 560 White Plains, NY 10606 Participants in Sollicitation Waldencast, OBAGL Mk and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Wadencast's shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of Waldencast and information regarding their interests in the business combination is set forth in Waldencast's registration statement on Form 5-1 (File No 333-25337-) filed with the SEC on March 18, 2021. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph, No Offer or Solicitation This communication is for informational purposes only and does not constitute, or farm a part of an offer to sell at the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities in any jurisdiction in which such affer solicitation or sale would be unlawful prior to registration or qualtication under the securities lows of any such jurisdiction. No offer of secures shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 as amended, and otherwise in accordance with applicable law. NEITHER THE SEC NOR ANY OTHER SECURITES COMMISSION OR SIMILAR REGULATORY AUTHORITY, IN THE UNITED STATES CANADA OR ELSEWHERE, HAS REVIEWED, APPROVED OR DISAPPROVED OF THE SECURITES OR THIS PRESENTATION OR DETERMINED F THIS PRESENTATION IS TRUTHFUL OR COMPLETE, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE