0001104659-06-043844 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 27th, 2006 • Trans World Corp • Services-amusement & recreation services • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 27th day of June, 2006 by and among Trans World Corporation, a Nevada corporation (the “Company”), and Special Situations Private Equity Fund, L.P., a Delaware limited partnership, and Special Situations Cayman Fund, L.P., a Delaware limited partnership (together, the “Investors”).

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FORM OF AMENDMENT TO SELLING STOCKHOLDER AGREEMENT
Selling Stockholder Agreement • June 27th, 2006 • Trans World Corp • Services-amusement & recreation services

THIS AMENDMENT (“Amendment) is by and between Trans World Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Selling Stockholder”).

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