Amendment Thirteen to the Logistics Services Agreement, dated as of November 1, 2019, by and between the Registrant and Geodis Logistics, LLC

Exhibit 10.32

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE HONEST COMPANY, INC. TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT THIRTEEN TO THE LOGISTICS SERVICES AGREEMENT

THIS AMENDMENT THIRTEEN TO THE LOGISTICS SERVICES AGREEMENT (the “Amendment”), dated as of November 1, 2019 is by and between The Honest Company, Inc. (“CLIENT”) and Geodis Logistics LLC (“GEODIS”). CLIENT and GEODIS are collectively referred to herein as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into a Logistics Services Agreement dated January 31, 2014, as amended from time to time (collectively the “Agreement”);

WHEREAS, GEODIS currently provides warehousing, distribution and fulfillment services for CLIENT at a facility located at 651 Boulder Drive, Breinigsville, PA 18031 (the “PA Facility”) as well as overflow storage and warehouse services to CLIENT at facilities located in Carlisle, PA, Kutztown, PA and Bethlehem, PA;

WHEREAS, the Parties desire to consolidate all of the services GEODIS performs for CLIENT in Pennsylvania (the “PA Services”) at the PA Facility, and accordingly, desire to amend the Agreement for purposes of restating the scope, pricing, key performance indicators, and other key terms and conditions related to the PA Services.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:

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GEODIS Confidential

a) In addition to any other rights and obligations of CLIENT set forth in Section 6C of the Agreement, in the event that CLIENT elects to terminate this Amendment for its convenience during the Initial Term, or if GEODIS terminates this Amendment for cause pursuant to Section 6 of the Agreement during the Initial Term, then CLIENT will owe GEODIS [***]. In an effort to mitigate the Baseline Cost charged to CLIENT, GEODIS will utilize its best efforts to locate another customer to utilize all or a portion of the space.

With respect to the PA Services, Section 8E(3) of the Agreement shall be restated as follows:

“CLIENT declares that damages under the Amendment for loss or damage to Product in excess of the shrink allowance (as described below) and resulting from GEODIS’ failure to exercise reasonable care as described in Section 8E(1) of the Agreement are to be [***]. Such damages will be capped at the lessor of (a) CLIENT’s actual damages or (b) Warehouseman Legal Liability insurance coverage per occurrence of $[***]. CLIENT agrees to a [***] shrink allowance, based on the value of Products stored for a period of one year for loss due to damage, mysterious disappearance or other inventory shrink. Shrinkage is measured as the inventory reflected in the warehouse management system against cycle count inventory, as determined at the end of each year during the Term. Value of Products will equal [***]. Shrink allowance will be applied against the net results of the physical inventory and cycle count adjustments made during the one-year period.

[***]

Exhibit A: Scope of Services

Exhibit B: Pricing

Exhibit C: Key Performance Indicators

Exhibit D: Quality Control Manual

Exhibit E: Inventory Control Policy

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GEODIS Confidential

[SIGNATURE PAGE FOLLOWS]

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GEODIS Confidential

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date set forth above.

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GEODIS Confidential

Exhibit A

Scope of Services

[See attached.]

GEODIS Confidential

Exhibit A

Scope of Services

The Honest Company (“CLIENT”)

[***]

GEODIS Confidential

Exhibit B

Rates

[***]

GEODIS Confidential

Exhibit C

Key Performance Indicators

[***]

Exhibit D

Quality Control Manual

[***]

GEODIS Confidential

Exhibit E

Inventory Control Policy

[***]