Exhibit 10.39

   

  [***] Certain information in this document has been excluded pursuant to Regulation S-K,
      Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

   

  

   

  MASTER SERVICES AGREEMENT AND STATEMENT OF WORK ADDENDUM

   

  This addendum agreement dated July 10, 2020 is entered into by Milk Makeup LLC (“MILK MAKEUP”) and .com Distribution (DOTCOM)
    for the purpose of amending the MASTER SERVICES ARGEEMENT dated July 13, 2017 and the Pricing Schedule in the corresponding Statement of Work. DOTCOM and MILK MAKEUP desire to amend the agreement as designated in this addendum.

   

  WHEREAS, DOTCOM and MILK MAKEUP desire to amend the Agreement in the manner provided for in this Addendum.

   

  NOW THEREFORE, the parties hereto hereby agree as follows:

   

  		1.	Amendment to Section 4.1 Term and Renewal. Section 4.1(a) Term and Renewal of the Agreement is hereby amended and replaced in its entirety with the following:


   

  		(a)	The renewal term of this Agreement (the “Term”) shall begin October 14, 2020 and continue until December 31, 2023 unless earlier terminated in accordance with this Article IV.


   

  		2.	Amendment to Section 4.2 Termination. Section 4.2(c) Termination is hereby amended and replaced in its entirety with the following:


   

  (c) Convenience. By MILK MAKEUP or DOTCOM with one hundred and fifty (150) days written notice.

   

  		3.	Except as set forth herein, each Party agrees that it shall forever release, waive, and discharge any and all claims and demands whatsoever, whether known or unknown, that it now has, ever had, or in the future may have
          against the other Party arising from or relating to acts, omissions, or events that occurred prior to the date of this Master Services Agreement Amendment. This release is not intended and shall not be construed to release, waive, or discharge:
          (i) MILK MAKEUP obligation to pay for services performed by DOTCOM prior to the date of this Fulfillment Services Agreement Amendment, regardless of whether the services were invoiced before or after the date of this Fulfillment Services
          Agreement Amendment; or (ii) any of DOTCOM’S rights and remedies with respect to any failure by MILK MAKEUP to pay for services DOTCOM performed prior to the date of this Master Services Agreement Amendment.


   

  
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  		4.	Amendment to Exhibit A Statement of Work. Section 8 Pricing Schedule of the Statement of Work is hereby amended and replaced in its entirety with the following:

        


   

  8. Pricing Schedule

   

  	
          Receiving & Storage

        	
          Dotcom Rate 

        	
          Unit of

            Measure 

        	
          Assumptions 

        
	Unit Receiving	$	[****]	Per Unit	Assumes all units are standard
            sized, received against a PO/ASN, barcoded, and in sellable condition. No serial, lot tracking, or similar capture & entry at time of receipt.
	Case Pack Receiving	$	[****]	Per Carton	Assumes single SKU cartons of standard
            sized items, received against a PO/ASN, units barcoded, and in sellable condition. No serial, lot tracking, or similar capture & entry at time of receipt.
	Pallet Receiving	$	[****]	Per Pallet	Supplies, Materials and receipts of
            standard sized, single SKU pallets against a PO/ASN, with units barcoded, and in sellable condition. No serial, lot tracking, or similar capture & entry at time of receipt.
	Unit Storage	$	[****]	Per Unit Per Month	Planning for up to 1.5M units on hand at
            any point with much in bulk storage for B2B
	Monthly Location Storage	$	[****]	Per SKU	Assumes up to 200 SKUs
	Inactive SKU Storage	$	[****]	Per SKU Per Month	Surcharge against standard sized SKUs that
            have not had sales activity within 60 days and not removed from pickable location following 30 days’ notice.
	Monthly Pallet Storage	$	[****]	Per Pallet	Supplies, Materials and Reserves
	B2C	 	 	 	 
	Order Management	$	[****]	Per Order	Assumes all orders received electronically (i.e. via Dotcom API). No
            serial, lot tracking, or similar data capture requirements.
	Pick/Pack/Ship -- first item + 1 blind insert	$	[****]	First Item	Includes wrapping all product together in
            single geami paper (or similar) or using paper as void fill. Insert of products in PVC bag and insert of single blind marketing insert (i.e. sticker or post card) and insert of packing slip.
	Pick/Pack/Ship -- each additional item	$	[****]	Each	Program assumes 1 additional product items
            per order.
	Pick/Pack/Ship -- each sample item	$	[****]	Each	Insert of standard packette sized and/or
            deluxe (i.e. vial) sample from specific sample SKUs
	Gift Messaging -- on pack slip	[****]	 	Requires gift
            message received as part of electronic order file (i.e.. via Dotcom API) and meets all Dotcom packing slip requirements.
	Gift Message Cards	 	 	Quoted based on
            stock, volume, and customer experience
	B2B	 	 	 	 
	Order Management	$	[****]	Per Order	Assumes all orders received electronically (i.e. via Dotcom API)
	Pick/Pack/Ship - First Unit / New Line	$	[****]	Per Line	Applied to each new line of a unit picked
            for a B2B order
	Pick/Pack/Ship - Additional Units / Same Line	$	[****]	Per Unit / Same Line	Applied to each additional same SKU unit
            picked for a B2B order. Assumes only 10% pick/pack/ship units and that B2B orders average approximate 28 same SKU unit picks per order.
	Pick/Pack/Ship - Cartons	$	[****]	Per Carton	Assumes single SKU cases and 90% case pack
	Bill of Lading	$	[****]	Per Order	Typically for LTL
            Orders
	Small Carrier Manifesting	$	[****]	Per Carton	Typically for orders shipped via small
            carrier
	UCC 128/Custom Labels	$	[****]	Per Carton	Print and Apply of Label to Carton Only.
            Does not include any manual capture or entry.
	Returns	 	 	 	 
	B2C Returns Processing	$	[****]	Per Unit	Inspection, disposition, and return to stock of resalable items. Does
            not include refurbishment. Planning for undeliverables only.
	B2B Returns Processing	$	[****]	Per Hour	
          Dotcom can build to a unit rate once the program is established. Planning for 5% returns B2B.

        


   

  
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  	Miscellaneous	 	 	 	 
	Weekly Account Management – per account		[****]	Weekly	Named client relations team and floor supervision. Client
            relations responsible for SLA reporting, collecting forecasts, program planning, end of day reporting, weekly/monthly meetings, QBRs.
	Special Projects: programming, project
            management		[****]	Per Hour	 
	Production/Kitting	Quoted	Project	Ongoing production projects to be scoped
            and quoted at unit rates against minimum volumes. One off production to be quoted at project rate.
	Materials and Supplies	[****]	 	Should Dotcom be
            responsible for ordering of supplies and material (i.e. corrugate, fill, tape, etc...?)
	Inventory Management	N/C	 	Dotcom manages
            internal integrity of inventory through a cycle counting program. Program to be designed during implementation.
	Physical Inventory -- upon request	Quoted	 	To be scoped,
            quoted, and scheduled on a need be basis.
	Gift Wrapping	$	[****]	Per Item	Subject to Dotcom approval of materials
            and experience
	Gift Boxing	$	[****]	Per Element	Subject to Dotcom approval of materials
            and experience
	Ticketing/Hang Tags	$	[****]	Per Unit	Application of ticket or hang tag to a
            unit
	Additional Standard Size Inserts	$	[****]	Per Insert	Subject to Dotcom Approval. Blind
            insert/postcard sized
	Labeling at Receiving	$	[****]	Per Unit	Applying a sku barcode to a received
            product. Service limited to small quantities. Larger quantities typically sent to production/quote process.
	Lot Tracking Capture	$	[****]	Per Entry	Capturing lot tracking information at time
            of receipt
	Oversized Item Management	Quoted	Various	Surcharges mutually agreed upon and
            applied should Dotcom be responsible for receipt, storage, and fulfillment of to be determined Oversized products
	3rd Party Drop Shipping	Quoted	TBD	Pack out of 3rd party ecommerce order
            quoted based on volumes, forecast consistency, and pack out requirements.
	Warehouse Labor	$	[****]	Hour	Repackaging, refurbishing, labeling,
            preparation of non-standard or problem receipts, as well as, any labor associated with tasks not otherwise itemized in this rate card (i.e. serialization requirements).
	Manual Order Entry	$	[****]	Per File	Batch order file sent to Dotcom as an
            exception to normal electronic file transfer. File to include no more than 100 orders per file.
	Set-up of EDI Trading Partner	$	[****]	Per Trading Partner	Initial Set Up Fee of a trading partner in
            Dotcom’s EDI Platform. Does not include testing/integration fees.
	Monthly EDI Trading Partner Fee	$	[****]	Per Month/Partner	Monthly fee per trading partner set up in
            Dotcom’s EDI platform
	EDI Transaction Fee	$	[****]	Per EDI Transaction	Transaction fee for EDI transaction
            received or sent by Dotcom
	International Shipping/APO/FPO	$	[****]	Order	 
	Freight	[****]	 	Should Dotcom’s discounted shipping rates be utilized


   

  
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  Receiving Offsets

   

  	Item




              ID#	Description	U/M	Dotcom
	1201	No PO in
            System At Time of Delivery	Per PO	[****]
	1202	Un or Mis
            Marked Units/Bundles	Per PO	[****]
	1203	Over/Short
            Resolution	Per PO	[****]
	1204	Missing
            Cross Reference	Per UPC	[****]
	1205	Items not on
            PO	Per PO	[****]
	1206	Un or Mis Marked Carton/s	Per PO	[****]
	1207	Quality
            Problems (Damaged/Dirty) Resolution	Per Carton	[****]
	1208	No Packing
            Slip or Missing/lncorrect Info	Per PO	[****]
	1209	Non-Standard
            Pallet/s	Per Pallet	[****]
	1210	Un Planned
            Delivery/No Appointment	Per PO	[****]
	1211	Duplicate
            UPC in System	Per UPC	[****]
	1212	Late
            Delivery (1.5+ hrs.)	Per PO	[****]
	1213	Cancelled/RTV




            PO	Per PO	[****]
	1214	Future
            Receipt Hold (Hold on Dock Request)	Per Delivery	[****]
	1215	Un-Scheduled
            Floor Loaded Container	Per Delivery	[****]
	1216	Delivery
            Date Missed/No Show	Per Delivery	[****]
	1217	Overweight Carton (50l b+)	Per Carton	[****]


   

  Note:

   

  Additional Services -- Pricing currently in effect, as of the addendum date, for services not specifically identified
      in the Pricing Schedule will remain the effective rates.

   

  Inactive Inventory Storage -- Products are defined as “Inactive ” when there have been less than 5 units sold
    in the prior 120 days and the associated charges for storage will be applied as outlined in the schedule above. Dotcom also reserves the right to remove inactive skus/products from forward picking locations and move to reserve “unavailable ” locations
    at Milk Makeup’s expense. Should Milk Makeup wish to move products from an unavailable reserve location to an available forward pick location, this will also be done at Milk Makeup’s expense. For the elimination of doubt, unavailable is defined as a
    product status, which will identify specific items as not being available to sell or allocate to sales orders with the exception of bulk transfer or liquidation orders. Orders transmitted to Dotcom for unavailable products will be held in a backorder
    status.

   

  	Agreed to by:	 	 	 	 
	.com Distribution	 	MILK MAKEUP, LLC	 
	 	 	 	 	 	 
	By:	/s/ Maria Haggerty            	 	By:	/s/ Steve Nguyen	 
	Name: Maria R. Haggerty	 	Name: Steve Nguyen	 
	Title: CEO	 	Title: CFO	 
	 	 	 	 	 	 	 	 
	Dated:	9-1-20	 	Dated:	8.26.20	 


   

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