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.

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2

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

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

ANNEX 1

SCHEDULE OF SHAREHOLDERS

EXHIBIT A

SCHEDULE OF HOLDERS