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.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 18th, 2016 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2016 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
This Registration Rights Agreement (this “Agreement”) is made as of October 17, 2016 (the “Closing Date”), by and among (i) Trans World Entertainment Corporation, a New York corporation (the “Company”), and (ii) the shareholders of the Company listed in Schedule I hereto (each a “Seller” and, collectively, the “Sellers”). Capitalized terms used herein have the meanings set forth in Article I of this Agreement.
