First Amendment to Second Amended and Restated Shareholders Agreement



 Exhibit 10.6 
 FIRST AMENDMENT 
 TO 

SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT 
 THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is made on October 14, 2010 by Five Below, Inc., a Pennsylvania corporation (the
“Company”), to the Second Amended and Restated Shareholders Agreement, dated September 1, 2010 (the “Agreement”), among the Company and the Shareholders. Capitalized terms used and not defined herein shall have
the meanings ascribed to them in the Agreement. 
 WHEREAS, pursuant to the terms of the Investment Agreement, dated
September 1, 2010, by and among the Company, the Purchasers (as defined therein), and the other parties thereto (as amended, the “Investment Agreement”), the Purchasers made an equity investment in the Company in exchange for
shares of Series A Preferred Stock, on the date hereof; 
 WHEREAS, Section 4.6 of the Agreement provides that the Company,
without the consent of any other parties to the Agreement, may amend (i) Exhibit A to the Agreement to update the list of Shareholders, Series A Preferred Shareholders and Significant Common Shareholders, as they exist on the Effective
Date after giving effect to all of the transactions described in the Investment Agreement, and (ii) the definition of Significant Common Shareholders to set forth the number of shares representing 3% of the total Equity Securities outstanding
as of the Advent Closing Date, assuming the conversion of all Equity Securities; and 
 WHEREAS, pursuant to the terms of this
Amendment, the Company desires to amend the Agreement in accordance with Section 4.6 of the Agreement. 
 NOW, THEREFORE,
intending to be legally bound hereby, the Company hereby amends the Agreement as follows: 
 1. Amendment to Exhibit A. The information
reflected in Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the information set forth in Annex 1 hereto. 

2. Amendment to Definition of “Significant Common Shareholder”. Section 1.1(q) of the Agreement is hereby amended by deleting the
definition of “Significant Common Shareholder” in its entirety and replacing it with the following: 

“Significant Common Shareholder” shall mean (i) until the first anniversary of the Advent Closing Date, provided
that if as of such date there are any outstanding indemnity claims under the Investment Agreement, until the date on which the last remaining outstanding indemnity claim is finally resolved, any Shareholder listed under the heading “Significant
Common Shareholders” on the Schedule of Shareholders and any Person who hereafter becomes a Permitted Transferee of such Shareholder, and (ii) at any time thereafter, any Shareholder that alone (or together with any Person who hereafter
becomes a Permitted Transferee of such Shareholder) owns at least 4,073,362 shares of Common Stock, subject to equitable adjustment upon any reverse or forward stock split or similar transaction by the Company. 







 3. Effectiveness and Other Provisions of the Agreement. This Amendment shall be effective as of the
date hereof. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. 
 4.
Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Pennsylvania. 
 [The remainder of this
page is intentionally left blank.] 

  
 2 








 IN WITNESS WHEREOF, this Amendment has been executed by the Company as of the day and
year first written above. 
  

			
	FIVE BELOW, INC.
		
	By:	 	 /s/ Kenneth R. Bull

	Name:	 	Kenneth R. Bull
	Title:	 	Senior Vice President, Finance


 [Signature Page to the First Amendment to Second Amended and Restated Shareholders Agreement]








 ANNEX 1 
 SCHEDULE OF SHAREHOLDERS 







 EXHIBIT A 
 SCHEDULE OF HOLDERS 
  

			
	SIGNIFICANT COMMON SHAREHOLDERS
		
	1.	  	 David Schlessinger
 c/o Five
Below, Inc.
 1616 Walnut Street
 Suite
400
 Philadelphia, PA 19103
 Fax:
215.546.8099
 E-mail: dschlessinger@fivebelow.com

		
	2.	  	 Thomas Vellios
 c/o Five
Below, Inc.
 1616 Walnut Street
 Suite
400
 Philadelphia, PA 19103
 Fax:
215.546.8099
 E-mail: tvellios@fivebelow.com

		
	3.	  	 LLR Equity Partners II, L.P.

c/o LLR Equity Partners, L.P.
 Cira
Centre
 2929 Arch Street
 Philadelphia,
PA 19104-2868
 Attention: Howard D. Ross

Fax:
 E-mail:
hross@llrpartners.com
  
 With a copy to (which copy shall not
constitute notice):
  
 Pepper Hamilton LLP

3000 Two Logan Square
 18th & Arch Streets

Philadelphia, PA 19103
 Attention: Barry M.
Abelson
 Fax: 215.689.4803
 E-mail:
abelsonb@pepperlaw.com

		
	 4.
	  	 LLR Equity Partners Parallel II, L.P.
 c/o LLR Equity Partners, L.P.
 Cira Centre
 2929 Arch Street
 Philadelphia, PA 19104-2868

Attention: Howard D. Ross
 Fax:

E-mail: hross@llrpartners.com










			
	 	  	 With a copy to (which copy shall not constitute notice):

 
 Pepper Hamilton LLP
 3000 Two Logan Square
 18th & Arch Streets
 Philadelphia, PA 19103
 Attention: Barry M. Abelson

Fax: 215.689.4803
 E-mail:
abelsonb@pepperlaw.com

		
	5.	  	 Blue 9 Fund I, L.P.

#401
 145 Hudson St.

New York, NY 10013
 Attention: Steven
Tuttleman
 Fax: 212.798.0401
 E-mail:
instar@earthlink.net
  
 With a copy to (which copy shall not
constitute notice):
  
 Blank Rome LLP

One Logan Square
 130 North 18th
Street
 Philadelphia, PA 19103-6998

Attention: Steven Dubow
 Fax:
215.832.5755
 E-mail: Dubow@BlankRome.com


  

			
	SERIES A 8% CONVERTIBLE PREFERRED SHAREHOLDERS
		
	1.	  	Advent International GPE VI Limited Partnership
	 2.
	  	Advent International GPE VI-A Limited Partnership
	 3.
	  	Advent International GPE VI-B Limited Partnership
	 4.
	  	Advent International GPE VI-C Limited Partnership
	 5.
	  	Advent International GPE VI-D Limited Partnership
	 6.
	  	Advent International GPE VI-E Limited Partnership
	 7.
	  	Advent International GPE VI-F Limited Partnership
	 8.
	  	Advent International GPE VI-G Limited Partnership
	 9.
	  	Advent Partners GPE VI 2008 Limited Partnership
	 10.
	  	Advent Partners GPE VI 2009 Limited Partnership
	 11.
	  	Advent Partners GPE VI 2010 Limited Partnership
	 12.
	  	Advent Partners GPE VI – A Limited Partnership
	 13.
	  	 Advent Partners GPE VI – A 2010 Limited Partnership
  

	 	  	 Notices to any of the above listed Series A 8% Convertible Preferred Shareholders should be sent to:

 
 c/o Advent International Corporation

75 State Street, Floor 29










			
	 	  	 Boston Massachusetts 02109

Attn: Steven Collins, Andrew Crawford
 Fax:
617.951.0568, 212.461.6503
 E-mail: scollins@adventinternational.com
 acrawford@adventinternational.com
  
 with a copy to (which copy shall not constitute notice):
  
 Weil, Gotshal & Manges LLP
 100 Federal Street

Boston, Massachusetts 02110
 Attention: Marilyn
French
 Fax: 617.772.8333
 E-mail:
marilyn.french@weil.com

		
	 14.
	  	 Sargent Family Investment, LLC