TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Files An 8-K Entry into a Material Definitive Agreement

TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.Entry into a Material Definitive Agreement.

As previously reported, on October 17, 2016, Trans World
Entertainment Corporation (the Company), etailz, Inc. (etailz),
the equityholders of etailz and the sellers representative named
therein entered into a share purchase agreement to which the
Company agreed to acquire etailz. At the closing of the
acquisition, in accordance with the share purchase agreement, the
Company, among other things, assumed liability for etailzs
employee retention bonus plan and deposited $14.6 million into an
earnout escrow account.

On May 3, 2017, the parties amended the share purchase agreement
to provide that (i) $11.46 million be released from the earnout
escrow account; and (ii) the $3.14 million remaining in the
earnout escrow account may be payable in cash to the sellers in
2019, subject to the achievement by etailz of certain operating
income targets during the twenty-four month period ended February
2, 2019. The amount released from escrow will be disbursed on or
about May 5, 2017 as follows: $5.0 million to the Company as a
purchase price reduction, $5.0 million to the sellers, and $1.46
million to the Company (to be allocated to increase the maximum
amount available under the etailz employee retention bonus plan
from $4.2 million to $5.66 million).

The preceding descriptions of the share purchase agreement and
the amendment are qualified in their entirety, respectively, by
reference to the copy of the share purchase agreement filed as
Exhibit 2.1 to the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 18, 2016, and
the copy of the amendment filed as Exhibit 1.1 to this Current
Report on Form 8-K, which is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit No. Description
1.1 Amendment No.1 to Share Purchase Agreement by and among Trans
World Entertainment Corporation, etailz Inc., and Thomas C.
Simpson, as sellers representative, dated as of May 3, 2017.


About TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC)

Trans World Entertainment Corporation is a specialty retailer of entertainment products, including trend, video, music, electronics and related products. The Company operates a chain of retail entertainment stores and e-commerce sites, www.fye.com and www.secondspin.com. It owns interest in Record Town, Inc., through which its principal operations are conducted. It operates over 270 mall-based stores under the For Your Entertainment (f.y.e.) brand, including f.y.e. stores and video only stores. The Company operates over 260 mall-based f.y.e. stores, which carry entertainment products, including video, music, trend, electronics, video games and related products. It operates over nine video-only stores under the Suncoast Motion Pictures brand, which specialize in the sale of video and related product. It operates approximately 30 freestanding stores under the f.y.e. brand, which carries entertainment products, including video, music, trend, electronics, video games and related products.

TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Recent Trading Information

TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) closed its last trading session up +0.05 at 1.90 with 14,467 shares trading hands.

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