AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2020 • Trans World Entertainment Corp • 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 ETAILZ INC., a Washington corporation (“Etailz”, 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 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.
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.
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.”
ContractSecurity Agreement • March 31st, 2020 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores
This instrument and the rights and obligations evidenced hereby, including any liens granted pursuant thereto, are subordinate in the manner and to the extent set forth in that certain Subordination and Intercreditor Agreement dated as of March 30, 2020 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Subordination Agreement”) among (i) TWEC Loan Collateral Agent, LLC, for itself and the other lenders party to the Junior Loan Agreement referred to therein, (ii) each of Alimco Re Ltd., Kick-Start III, LLC, Kick-Start IV, LLC and RJHDC, LLC, as subordinated lenders, (iii) Etailz Inc. and each of the other Borrowers now or hereafter party thereto (the “Borrowers”), (iv) Trans World Entertainment Corporation and each of the other Guarantors now or hereafter party thereto (the “Guarantors”), and (v) Encina Business Credit, LLC, as Agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and the lenders p
VOTING AGREEMENTAdoption Agreement • March 31st, 2020 • Trans World Entertainment Corp • Retail-record & prerecorded tape stores • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of March, 2020, by and among Trans World Entertainment Corporation, a New York corporation (the “Company”), the Robert J. Higgins TWMC Trust (“Family Trust”), RJHDC, LLC (“RJHDC”), Alimco Re Ltd. (“Alimco”), Mr. Thomas C. Simpson (“Mr. Simpson”), Kick-Start I, LLC (“Kick-Start I), Kick-Start III, LLC (“Kick-Start III”) and Kick-Start IV, LLC (“Kick-Start IV”, and together with Kick-Start III, “Kick-Start”), and each holder (other than the Family Trust, RJHDC, Alimco, Mr. Simpson, Kick-Start I, and Kick-Start) listed on Schedule A (each an “Alimco Related Holder” and collectively the “Alimco Related Holders”). Each of Family Trust and, upon the exercise of all or any part of the Warrant (as defined below), RJHDC, is sometimes referred to herein individually as a “Family Trust Holder” and collectively as the “Family Trust Holders.” Each of Alimco and each Alimco Related Holder is sometimes referred to h
