AMENDMENTTO CONVERTIBLE PROMISSORY NOTE

Exhibit 10.10

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This Amendment to Promissory Note (this “Amendment”) is entered into as of May 10, 2024, by and between Starco Brands, Inc., a Nevada corporation (“Maker”), and Ross Sklar, an individual “Payee”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).

A. Maker previously issued to Payee a Convertible Promissory Note dated February 14, 2022 in the principal amount of $472,500.00 (the “Note”).

B. Maker has requested that Payee extend the Maturity Date of the Note (the “Extension”).

C. Payee has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to grant the Extension.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

2. Maturity Date Extension. The Maturity Date for the Note is hereby extended until December 31, 2024.

3. Representations and Warranties. In order to induce Payee to enter into this Amendment, Maker, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

a. Maker has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Maker hereunder.

b. There is no fact known to Maker or which should be known to Maker which Maker has not disclosed to Payee on or prior to the date of this Amendment which would or could materially and adversely affect the understanding of Payee expressed in this Amendment or any representation, warranty, or recital contained in this Amendment.

c. Except as expressly set forth in this Amendment, Maker acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Maker under the terms of any other agreement between Payee and Maker.

d. Maker has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Payee, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of any agreements between Payee and Maker. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Maker hereby acknowledges and agrees that the execution of this Amendment by Payee shall not constitute an acknowledgment of or admission by Payee of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.

e. Maker represents and warrants that as of the date hereof no events of default or other material breaches exist under any agreements between Payee and Maker, or have occurred prior to the date hereof.

4. Certain Acknowledgements. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Maker to Payee in connection with the Extension or any other amendment to the Note granted herein.

5. Other Terms Unchanged. The Note, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Maker under the Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law and venue provisions, as set forth in the Note.

6. No Reliance. Maker acknowledges and agrees that neither Payee nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Maker or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and, in making its decision to enter into the transactions contemplated by this Amendment, Maker is not relying on any representation, warranty, covenant or promise of Maker or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

8. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

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

Accepted on and as of the date of this Amendment: