AMENDMENT NO. 1 TO CONVERTIBLE NOTE

Exhibit 10.6

AMENDMENT NO. 1 TO CONVERTIBLE NOTE

Amendment No. 1 to that certain convertible note dated August 4, 2022 dated as of November 16, 2022 (the “Amendment”), between Scripps Safe, Inc., a Delaware Corporation, (the “Company”), and Greentree Financial Group, Inc., (“Greentree”, and together with the Company, the “Parties”, and each, a “Party”).

WHEREAS, the Parties have entered into a Loan Agreement dated as of August 4, 2022, pursuant to which Xxxxxxxxx has agreed to loan the Company up to $250,000 (the “Existing Agreement”) and desire to amend the convertible note dated August 4, 2022 (the “Existing Note”) issued in connection with the Existing Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Note.

2. Amendments to the Existing Note. The Existing Note is hereby amended as follows:

(a) Section 3.1 of the Existing Note is hereby amended to provide that the balance under the Existing Note may be converted into the Company’s common stock immediately upon the completion of the Company’s IPO or some other event that results in the Company’s common stock becoming publicly traded as opposed to the balance under the Existing Note being convertible into common stock immediately upon issuance.

3. Except as expressly set forth herein, the Existing Agreement and Existing Note are unmodified and remain in full force and effect and the execution of this Amendment does not and shall not constitute an amendment of any other rights to which the parties are entitled pursuant to the Existing Agreement or Existing Note.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.

	SCRIPPS SAFE, INC.
	By	/s/ Xxxxxxxxxx Xxx
	Name:	Xxxxxxxxxx Xxx
	Title:	Chief Executive Officer
	GREENTREE FINANCIAL GROUP, INC.
	By	/s/ Xxxxxx Xxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxx Xxxxxxx
	Title:	Vice President

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