Waldencast SPAC

OBAGI Milk MAKEUP transaction summary ■ + ■ Implied pro forma enterprise value of ~$1.2 billion ■ Waldencast to combine substantially concurrently with OBAGI and Milk - Implies a 24.7x post-money FV / 2022E Adj. EBITDA³ and 16.5x FV / 2023E Adj. EBITDA³ Concurrent with the transaction, Waldencast has raised $105 million of committed PIPE at $10.00 per share Existing shareholders of OBAGI and Milk to maintain ownership of approximately 18% and 14% respectively OBAGI shareholders to retain OBAGI China distribution with an ongoing royalty paid to Waldencast Members of our sponsors investing an additional $160m of committed capital through the FPA (at the top of the range of their $130m to $160m FPA commitment), resulting in a significant ownership in the company² ■ Third-Party investors allocating $173m of committed capital through an FPA4 ■ Assuming no redemptions, cash to sellers of $520m comprising $380m to Obagi and $140m to Milk Pro forma enterprise value ($mm) Obagi enterprise value Milk enterprise value Pro forma enterprise value Implied 2022E Adj. EBITDA multiple³ Implied 2023E Adj. EBITDA multiple³ 3rd party FRA 13.5% Founders & sponsor members (FPA + promote)¹ 19.2% 6 PIPE investors 8.2% $858 $382 $1,240 Pro forma ownership5 24.7x 16.5x OBAGI shareholders 17.8% Milk shareholders 14.3% SPAC public shareholders 26.9% Note: The analysis and capital structure shown is at $10 per share and does not reflect the impact from potential warrant and option dilution, or trust redemptions; 1 Includes 16.0mm FPA shares and 8.6mm shares of founder promote; 2 Members of our sponsors have entered into forward purchase agreement to purchase 16 million units, exercising their option therein, issued and sold by the Company on a private placement basis. Each unit is comprised of one Class A ordinary share of the Company and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share; 3 EBITDA reflects deduction of $5mm for public company costs; 4 Sponsor is managing member of the Third-Party and therefore may be deemed beneficial owner. The Third-Party entered into forward purchase agreement to purchase 17.3 million units, exercising their option therein, issued and sold by the Company on a private placement basis in connection with the consummation of the Business Combination. Each unit is comprised of one Class A ordinary share of the Company and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share; 5 Reflects the pro forma ownership of Class A and Class B ordinary shares of the Company, excluding potential Class A ordinary shares from dilutive securities, following the Business Combination assuming no redemptions; 6. Includes Burwell Mountain Trust's ownership interest of 6.1%, Dynamo Master Fund's ownership interest of 10.8%, Waldencast Ventures' ownership interest of 2.2% and the Investor Directors ownership interest of 0.1%. MX 93

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