POWER OF ATTORNEY

                                 May 10, 2021

        The undersigned constitutes and appoints Brian C. Miller, Robert A.
Wilson, P.C.,  Monica J. Shilling, P.C. and Maggie D. Flores, or any of them
acting singly, as the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, to sign any and all SEC
statements of beneficial ownership of securities of The Beauty Health Company
(the "Company") on Schedule 13D as required under Section 13 and Forms 3, 4 and
5 as required under Section 16(a) of the Securities Exchange Act of 1934, as
amended, and any amendments thereto, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the SEC, the Company
and any stock exchange on which any of the Company's securities are listed,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be
done under said Section 13 and Section 16 (a), as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.

        A copy of this power of attorney shall be filed with the SEC. The
authorization set forth above shall continue in full force and effect until the
undersigned revokes such authorization by written instructions to the attorneys-
in-fact.

        The authority granted hereby shall in no event be deemed to impose or
create any duty on behalf of the attorneys-in-fact with respect to the
undersigned's obligations to file Schedule 13Ds and Forms 3, 4 and 5 with the
SEC.

                                 *  *  *  *  *

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.

                                        LCP Edge Holdco LLC


                                        /s/ Brian Miller
                                        ---------------------------------------
                                        Name: Brian Miller
                                        Title: Co-Founder & Managing Partner


                                        Linden Capital III LLC


                                        /s/ Brian Miller
                                        ---------------------------------------
                                        Name: Brian Miller
                                        Title: Co-Founder & Managing Partner


                                        Linden Manager III LP


                                        By: Linden Capital III LLC
                                        Its: General Partner


                                        /s/ Brian Miller
                                        ---------------------------------------
                                        Name: Brian Miller
                                        Title: Co-Founder & Managing Partner


                                        Linden Capital Partners III LP


                                        By: Linden Manager III LP
                                        Its: General Partner

                                        By: Linden Capital III LLC
                                        Its: General Partner


                                        /s/ Brian Miller
                                        ---------------------------------------
                                        Name: Brian Miller
                                        Title: Co-Founder & Managing Partner


                                        Linden Capital Partners III-A LP


                                        By: Linden Manager III LP
                                        Its: General Partner

                                        By: Linden Capital III LLC
                                        Its: General Partner


                                        /s/ Brian Miller
                                        ---------------------------------------
                                        Name: Brian Miller
                                        Title: Co-Founder & Managing Partner


                                        /s/. Anthony B. Davis
                                        ---------------------------------------
                                        Name: Anthony B. Davis


                                        /s/ Brian Miller
                                        ---------------------------------------
                                        Name: Brian Miller