AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT

Exhibit 10.36

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 NO. 1 TO SECOND AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT

This Amendment No. 1 (the “Amendment”) is made as of 1st day of January, 2020 (the “Effective Date”) to the Second Amended and Restated Contract Manufacturing Agreement entered into as of January 1, 2019 (the “Agreement”) by and between The Honest Company, Inc., a Delaware company (“Honest”) and Valor Brands LLC, a.k.a. Ontex North America, a limited liability company (“Supplier”). Capitalized words used herein and not defined shall have the meaning ascribed to them in the Agreement.

WHEREAS, Honest and Supplier entered into the Agreement for the supply and manufacture of certain Products set forth in the Agreement; and

WHEREAS, Honest has expanded the territories in which some or all of the Products are distributed; and

WHEREAS, Honest and Supplier desire to amend the Agreement to contemplate the expanded territories.

NOW, THEREFORE, Honest and Supplier hereby agree to amend the Agreement as follows:

1. The definition of Applicable Laws in the Agreement shall be amended to add the following to the end of the definition: “, and any equivalent laws, rules and regulations in [***].

2. The definition of Regulatory Authority in the Agreement shall be amended to add the following to the end of the definition: [***].

3. For clarity, in Section 5.1(d) of the Agreement, the locations where the Parties conduct activities under the Agreement shall be expanded to include (without limitation) [***].

4. For the purposes of Section 5.2 of the Agreement only, the definition of “Territory” shall be amended to mean: [***].

5. Section 2 of Exhibit A of the Agreement shall be amended to insert new pricing for the Products. Such pricing, attached hereto as Schedule 1, shall be effective as of Effective Date.

6. Except to the extent expressly modified by this Amendment, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. Terms not otherwise defined herein shall have the meaning assigned to them in the Agreement.

Except to the extent expressly modified by this Amendment, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.

This Agreement may be executed by facsimile or e-mail signatures and in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument.

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Page 1

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date.

The Honest Company, Inc.						Valor Brands LLCA a.k.a. Ontex North America
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxx						Name: Xxxxx X. Xxxxxxx
Title: EVP Supply Chain						Title: VP & General Manager           Ontex North America           (Valor Brands LLC)

Schedule 1.xlsx

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