COMMON STOCK PURCHASE WARRANT KASPIEN HOLDINGS INC.Kaspien Holdings Inc. • March 8th, 2022 • 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 $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.
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.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • March 8th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 2, 2022 (the “Effective Date”), is entered into by and among KASPIEN HOLDINGS INC., a New York corporation (f/k/a TRANS WORLD ENTERTAINMENT CORPORATION) (the “Parent”), and ALIMCO RE LTD., a Bermuda limited corporation (“Holder”). Parent and Holder are sometimes referred to herein collectively as the “Parties.”
ContractLoan and Security Agreement • March 8th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2022 • Kaspien Holdings Inc. • Retail-record & prerecorded tape stores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 2, 2022, is made and entered into by and between Kaspien Holdings Inc. (the “Company”) and Alimco Re Ltd. (the “Holder”).
