THIS LEASE AGREEMENT (the "Lease"), made as of the 1st day of September, 1998, by and between ROBERT J. HIGGINS, residing at 6 Sage Estate, Menands, New York 12204 (the "Landlord'), and RECORD TOWN, INC. and TRANS WORLD ENTERTAINMENT CORP., New York...Lease Agreement • March 31st, 1999 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT KASPIEN HOLDINGS INC.Kaspien Holdings Inc. • July 14th, 2022 • Retail-record & prerecorded tape stores
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July [13], 2022 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kaspien Holdings Inc., a New York corporation (the “Company”), up to ______________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 2022, between Kaspien Holdings Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser with respect to the issuance of “restricted securities” (the “Purchase Agreement”).
B-1Severance Agreement • April 28th, 2000 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
UNDERWRITING AGREEMENT between KASPIEN HOLDINGS INC. and AEGIS CAPITAL CORP. as Representative of the Several UnderwritersUnderwriting Agreement • March 16th, 2021 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
The undersigned, Kaspien Holdings Inc., a corporation formed under the laws of the State of New York (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EXHIBIT 10.16 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 4th, 2001 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
SECTION 4. CONDITIONS PRECEDENT 4.1 Conditions Precedent to Initial Loans and Letter of Credit Accommodations 4.2 Conditions Precedent to All Loans and Letter of Credit AccommodationsLoan and Security Agreement • September 16th, 1997 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores
RECITALSRegistration Rights Agreement • March 29th, 1999 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • Delaware
andRights Agreement • August 15th, 2000 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
EXHIBIT 10.16 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 1998 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores
Form of Underwriting Agreement] Trans World Entertainment CorporationTrans World Entertainment Corp • April 23rd, 1998 • Retail-record & prerecorded tape stores • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 19th, 2017 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
WHEREAS, prior to the date of this Agreement, certain of the Loan Parties, on the one hand, and Wells Fargo Bank, National Association, as administrative agent and collateral agent thereunder (as successor to Bank of America, N.A.), and the lenders party thereto, on the other hand, previously entered into an Amended and Restated Credit Agreement dated as of April 15, 2010 (as amended and in effect, the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers with certain financial accommodations;
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 13th, 2023 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this “Agreement”) is entered into on February 20, 2020, by and among KASPIEN INC., a Washington corporation (f/k/a Etailz Inc.) (“Kaspien”, and together with any other Borrower party hereto from time to time, collectively, “Borrowers”), any Loan Party Obligor or Other Obligor party hereto from time to time, as Loan Party Obligors (as defined herein), the Lenders party hereto from time to time, and ECLIPSE BUSINESS CAPITAL LLC (f/k/a Encina Business Credit, LLC), as agent for the Lenders (in such capacity, “Agent”). The Annexes and Exhibits to this Agreement, as well as the Perfection Certificate attached to this Agreement, are an integral part of this Agreement and are incorporated herein by reference.
CREDIT AGREEMENT dated as of January 5, 2006 among TRANS WORLD ENTERTAINMENT CORPORATION AS LEAD BORROWER FOR RECORD TOWN, INC. RECORD TOWN USA, LLC TRANS WORLD ENTERTAINMENT CORPORATION TRANS WORLD NEW YORK, LLC TRANS WORLD FLORIDA, LLC BORROWERS...Credit Agreement • January 10th, 2006 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
TRANS WORLD ENTERTAINMENT CORPORATION, a New York corporation, having its principal place of business at 38 Corporate Circle, Albany, New York 12203, as Lead Borrower (in such capacity, the “Lead Borrower”) for the Borrowers now or hereafter a party hereto;
TRANS WORLD ENTERTAINMENT CORPORATION RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT, dated as of May 1, 1996 (the "Agreement"), is made by and between Trans World Entertainment Corporation, a New York Corporation (the "Company"), and John...Restricted Stock Agreement • May 2nd, 1997 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 15, 2010 among TRANS WORLD ENTERTAINMENT CORPORATION, as Lead Borrower for: Record Town, Inc. Record Town USA, LLC Trans World Entertainment Corporation Trans World New York, LLC Trans World...Credit Agreement • April 15th, 2010 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
TRANS WORLD ENTERTAINMENT CORPORATION, a New York corporation, having its principal place of business at 38 Corporate Circle, Albany, New York 12203, as Lead Borrower (in such capacity, the “Lead Borrower”) for the Borrowers now or hereafter a party hereto;
BackgroundEmployment Agreement • June 15th, 1998 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
AEGIS CAPITAL CORP.Kaspien Holdings Inc. • July 14th, 2022 • Retail-record & prerecorded tape stores • New York
The purpose of this engagement letter is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Kaspien Holdings Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its common stock (the “Securities”). This engagement letter sets forth certain conditions and assumptions upon which the Placement is premised. The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
LOCK-UP AGREEMENTLock-Up Agreement • July 14th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
Re: Securities Purchase Agreement, dated as of _____________, 2022 (the “Purchase Agreement”), between Kaspien Holdings, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
KASPIEN, INC. SENIOR EXECUTIVE RETENTION BONUS & SEVERANCE LETTER AGREEMENTSeverance Letter Agreement • December 18th, 2023 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • Washington
On behalf of Kaspien, Inc. (the “Company”), I am pleased to offer you the opportunity to receive an employee retention bonus and severance payment if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). If you do not execute and return a copy of this Agreement which must occur prior to December 18, 2023, this Agreement shall be null and void.
COMMON STOCK PURCHASE WARRANT TRANS WORLD ENTERTAINMENT CORPORATIONCommon Stock Purchase Warrant • March 31st, 2020 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (in connection with Alimco Re Ltd. providing a $2,718,000 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans World Entertainment Corporation (the “Company”)), Alimco Re Ltd. (including its permitted and registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company up to 127,208 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof.
James A. Litwak 60 Stonepine Road Hillsborough, CA 94010 re: Severance Agreement Dear Jim: Trans World Entertainment., a New York Corporation, and its wholly owned subsidiary, Record Town, Inc. (collectively, the "Company"), considers the...Trans World Entertainment Corp • May 2nd, 1997 • Retail-record & prerecorded tape stores • New York
AMENDED & RESTATED COMMON STOCK PURCHASE WARRANT KASPIEN HOLDINGS INC.Kaspien Holdings Inc. • April 5th, 2022 • Retail-record & prerecorded tape stores • New York
THIS AMENDED & RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) amends and restates, in its entirety, the Common Stock Purchase Warrant, dated as of the Issuance Date, and certifies that, for value received (in connection with Alimco Re Ltd. providing a $5,000,000.00 loan to KASPIEN INC (“Kaspien”), a subsidiary of Kaspien Holdings Inc. (the “Company”)), Alimco Re Ltd. (including its permitted and registered assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company up to 320,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2019 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is amended and restated on the 26th day of February, 2019 (the “Effective Date”) by and between Trans World Entertainment Corporation, a New York corporation (the “Employer”), and Michael Feurer (the “Executive”). The original effective date of this Agreement was October 13, 2014.
SHARE PURCHASE AGREEMENT by and among ETAILZ INC., THE SELLERS NAMED HEREIN, THOMAS C. SIMPSON, as Sellers’ Representative, andShare Purchase Agreement • October 18th, 2016 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
This Share Purchase Agreement is made as of October 17, 2016 (the “Closing Date”) by and among (i) Trans World Entertainment Corporation, a New York corporation (“Buyer”), (ii) Etailz Inc., a Washington corporation (the “Company” or “Etailz”), (iii) each shareholder of the Company identified in Section 3.3(a) of the Company Disclosure Schedule (each a “Seller” and, collectively, “Sellers”), and (iv) Thomas C. Simpson, as representative of the Sellers (in such capacity, the “Sellers’ Representative”). Capitalized terms used herein have the meanings set forth in Section 1 of this Agreement.
SEVERANCE, RETENTION AND RESTRICTIVE COVENANT AGREEMENTSeverance, Retention and Restrictive Covenant Agreement • March 4th, 2019 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
This Severance, Retention and Restrictive Covenant Agreement (the “Agreement”) is made as of the 26th day of February, 2019, between Trans World Entertainment Corporation, a New York corporation (together with its successors and Affiliates, the “Company”), and Edwin J. Sapienza (the “Executive”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • March 31st, 2020 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2020 (the “Effective Date”), is entered into by and among TRANS WORLD ENTERTAINMENT CORPORATION, a New York corporation (the “Parent”), ALIMCO RE LTD., a Bermuda limited corporation (“Alimco”), KICK-START III, LLC, a Washington limited liability company (“Kick-Start III”), KICK-START IV, LLC, a Washington limited liability company (“Kick-Start IV”), and RJHDC, LLC, a New York corporation, (“RJHDC”, and together with Alimco, Kick-Start III and Kick-Start IV, collectively, the “Holders”). Parent and Holders are sometimes referred to herein collectively as the “Parties.”
Trans World Entertainment Corporation, as Lead Borrower 38 Corporate Circle Albany, New York 12203Trans World Entertainment Corp • March 7th, 2014 • Retail-record & prerecorded tape stores
Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 15, 2010 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by, among others, Trans World Entertainment Corporation, Record Town, Inc. (“Record Town”), Record Town USA, LLC, Trans World New York, LLC, Trans World Florida, LLC, Movies Plus, Inc. and Record Town Utah, LLC (each such Person, individually a “Borrower” and collectively the “Borrowers”), Media Logic, USA, LLC, (individually a “Facility Guarantor” and collectively with any other Person now or hereafter party thereto as a Facility Guarantor, the “Facility Guarantors”) (the Borrowers and the Facility Guarantors are hereinafter referred to as the “Loan Parties”), the Lenders party thereto from time to time, and Wells Fargo Bank, National Association (as successor to Bank of America, N.A.), as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), Swingli
WELLS FARGO CAPITAL FINANCE One Boston Place Boston, MA 02108Trans World Entertainment Corp • November 1st, 2018 • Retail-record & prerecorded tape stores • New York
Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of January 17, 2017 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among Trans World Entertainment Corporation, Record Town, Inc., Record Town USA, LLC, Trans World New York, LLC, Trans World Florida, LLC, Record Town Utah, LLC, and Etailz Inc. (each such Person, individually a “Borrower” and collectively the “Borrowers”), the Guarantors party thereto from time to time (the Borrowers and such Guarantors are hereinafter referred to as the “Loan Parties”), the Lenders party thereto from time to time, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), L/C Issuer and Swingline Lender. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Re: Amendment No. 8 to Loan and Security AgreementLoan and Security Agreement • April 15th, 2004 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
Reference is made to the Loan and Security Agreement, dated July 9, 1997, by and among Congress Financial Corporation (“Lender”), Trans World Entertainment Corporation (“TWE”), Record Town, Inc. (“RTI”), Record Town Minnesota, LLC (“RT Minnesota”), and Record Town Michigan, Inc. (“RT Michigan”; and together with TWE, RTI and RT Minnesota, each, individually, an “Existing Borrower” and, collectively, “Existing Borrowers”), as amended by Amendment No. 1 to Loan and Security Agreement, dated as of February 17, 1998, Amendment No. 2 to Loan and Security Agreement, dated May 29, 1998, Amendment No. 3 to Loan and Security Agreement, dated as of December 31, 1998, Amendment No. 4 to Loan and Security Agreement, dated as of May 31, 1999, Amendment No. 5 to Loan and Security Agreement, dated as of June 30, 2000, Amendment No. 6 to Loan and Security Agreement, dated as of May 30, 2003, Amendment No. 7 to Loan and Security Agreement, dated as of December 19, 2003, and as further amended by this A
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 4th, 2017 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
This Amendment No. 1 to Share Purchase Agreement (this “Amendment”) is made as of May 3, 2017 (the “Amendment Date”) by and among (i) Trans World Entertainment Corporation, a New York corporation (“Buyer”), (ii) Etailz Inc., a Washington corporation (“Etailz” or the “Company”), and (iii) Thomas C. Simpson, as Sellers’ Representative. Unless expressly provided otherwise in this Amendment, capitalized terms used in this Amendment have the meanings set forth in Section 1 of the Share Purchase Agreement (as defined below).
FIRST AMENDMENT TO AGENCY AGREEMENTAgency Agreement • December 16th, 2003 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • Delaware
This FIRST AMENDMENT TO AGENCY AGREEMENT (this “Amendment”) is dated as of October 1, 2003 and entered into by and among , by and between a joint venture composed of Trans World Entertainment Corporation (“TWEC”), Hilco Merchant Resources, LLC, Hilco Real Estate, LLC, Gordon Brothers Retail Partners, LLC, and The Ozer Group LLC (collectively, the “Agent”), on the one hand, and Wherehouse Entertainment Inc., its debtor affiliates and their respective chapter 11 estates (jointly and severally, the “Merchant”), on the other hand.
AMENDMENT NO. 2 TO SUBORDINATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 8th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
THIS AMENDMENT NO. 2 TO SUBORDINATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 2, 2022 (“Effective Date”), by and among KASPIEN INC, a Washington corporation (f/k/a Etailz Inc.) (the “Borrower”), KASPIEN HOLDINGS INC., a New York corporation (f/k/a Trans World Entertainment Corporation) (the “Parent” and, together with the Borrower, the “Loan Parties”), the lenders party hereto (the “Lenders”), and TWEC LOAN COLLATERAL AGENT, LLC, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement (as defined below), as amended hereby.
Personal and ConfidentialPersonal and Confidential • June 15th, 2020 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores
Reference is made to the offer letter between Trans World Entertainment Corporation (the “Company”) and you dated July 5, 2019 setting forth the terms and conditions of your employment by the Company as Chief Executive Officer-etailz, which is to commence on September 3, 2019 (the “Offer Letter”). Since you will be employed in the Spokane, Washington area, the Company and you agree that the Offer Letter is hereby amended to provide in Section 16 thereof that it will be governed by, and construed and interpreted in accordance with, the laws of the State of Washington, without reference to the principles of conflict of laws thereof.
