Exhibit 4.1

    

     

    

    
      Execution Version

      
        

        

        NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND,
          ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN
          AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
          THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.   IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT.

         

        

      

      
        COMMON STOCK PURCHASE WARRANT

        TRANS WORLD ENTERTAINMENT CORPORATION

         

         

        

        Warrant Shares: 127,208

      

      
        Date of Issuance: March 30, 2020 (the “Issuance Date”)

      

      
         

        

        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.

        

        

        Capitalized terms used in this Warrant shall have the meanings set forth in the body of this Warrant or in Section 20 below. For purposes of this Warrant, the term “Exercise


            Price” shall mean $0.01 per Warrant Share, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the five (5)-year anniversary
          thereof, or if such day is not a Business Day on the next succeeding Business Day, or (b) the occurrence of a Fundamental Transaction.

        

        

      

      
        1.           EXERCISE OF WARRANT.

         

          

      

      
        (a)          Mechanics of Exercise. Subject to the terms and conditions hereof, the
            rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Day, in the form attached hereto as Exhibit A (the “Exercise
              Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion
            of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  On or before
            the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on
            such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the
            Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its
            transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such
            entitlement. Upon delivery of the Exercise Deliveries, but subject to Section 1(c), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
            been exercised, irrespective of the date of delivery of the notice in respect of such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant is greater than the
            number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section


              5) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

         

          

      

      
        
          


      

      
      
        (b)          Cashless Exercise. In the event of a Fundamental Transaction, the Holder
            shall, and at any time during the Exercise Period the Holder may at its option, elect to receive, pursuant to a cashless exercise in lieu of a cash exercise, Warrant Shares equal to the value of this Warrant determined in the manner described
            below (or of any portion thereof being exercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Warrant Shares computed using the following formula:

         

      

      Y(A – B)

      X          =                   A

      Where:

      

      

      X          =              the number of Warrant Shares to be issued to the Holder;

      Y          =              the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1(a);

      A          =              the fair market value of one Warrant Share at the time of exercise of this Warrant as herein provided; and

      B          =               the Exercise Price.

      
         

        

        (c)          Fair Market Value. For purposes of this Section 1, the fair market value of a Warrant Share means, as of any particular date: (a) the
          volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such
          exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the
          closing sales price of the Common Stock as quoted on the Financial Industry Regulatory Authority OTC Bulletin Board electronic interdealer quotation system (the “OTC Bulletin Board”), the OTC Markets Group Inc. electronic inter-dealer quotation system (including OTCQX, OTCQB and OTC Pink) (the “Pink OTC Markets”) or similar quotation system or association for such day; or (d) if there
          have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin
          Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which "fair market
          value" is being determined; provided that if the Common Stock is listed on any domestic securities exchange, the term "Business Day" as used in this sentence means Business Days on which such exchange is open for trading.  If at any time
          the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the "fair market value" of a Warrant Share shall be the fair market value per
          share as determined jointly by the board of directors of the Company and the Holder; provided, that if the board of directors of the Company and the Holder are unable to agree on the fair market
          value of a Warrant Share within a reasonable period of time (not to exceed thirty (30) days from the Company's receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment banking, accounting
          or valuation firm jointly selected by the board of directors of the Company and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne pro rata by the Company and
          the Holder based on the amount by which each party’s calculation of fair market value is different from the fair market value as determined by such valuation firm.  Notwithstanding anything to the contrary herein, this
          Warrant may not be exercised, and no Warrant Shares shall be issued in respect of hereof, until the fair market value of the Warrant Shares has been finally determined in accordance with this Section 1(c).

         

      

      
        (d)         Holder’s Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, and the Company shall not effect
          any exercise of this Warrant, to the extent that (i) after giving effect to the issuance of Warrant Shares as set forth in the applicable Exercise Notice, the Warrant Shares so issued, together with any and all Warrant Shares previously issued
          pursuant to a partial exercise of this Warrant, would exceed six and 24/100 percent (6.24%) of the issued and outstanding Common Stock (such amount, the “6.24% Exercise Limitation”) or (ii) any such exercise would result in an “ownership
          change” with respect to the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Section 382 Exercise Limitation”). The determination of whether the 6.24% Exercise Limitation applies, and the
          extent to which it applies, shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of the extent to which this Warrant is exercisable.  Notwithstanding anything to
          the contrary herein, the Company shall have no obligation to determine whether the 6.24% Exercise Limitation has been exceeded at any particular time and, unless otherwise notified in writing by the Holder prior to the applicable date of
          determination, the Company shall be permitted to assume that the 6.24% Exercise Limitation has not been exceeded.  The determination of whether the Section 382 Exercise Limitation applies, and the extent to which it applies, shall be made by the
          Company in its sole discretion.  Upon the written request of the Holder, the Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock then outstanding.

         

        

      

      
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        (e)         Anti-Dilution. If, at any time after the date hereof while this Warrant is outstanding, the Company sells or issues, any shares of Common
          Stock for less than the fair market value of the Common Stock on the date of such sale or issuance (as determined in good faith by the board of directors of the Company), such that the Warrant Shares (taking into account any such Warrant Shares
          issuable or previously issued) represent less than the 6.24% Exercise Limitation (taking into account such sale or issuance, as applicable, and based on the number of shares of Common Stock actually outstanding), then the number of Warrant Shares
          purchasable under this Warrant shall (at the time of exercise of this Warrant) be adjusted upwards, subject to the Section 382 Exercise Limitation, to an amount equal to the 6.24% Exercise Limitation, computed at the time of such issuance; provided,
          however, that such adjustment shall be rounded down to the nearest whole share of Common Stock; provided further that anything herein to the contrary notwithstanding, there shall be no adjustment to the number of Warrant
          Shares issuable upon exercise of this Warrant with respect to any Excluded Issuance.  For purposes of this Section 1(e), the following terms have the following meanings:

      

      
        

        

      

      
        “Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

         

        “Excluded Issuances” means any issuance or sale (or deemed issuance or sale) by the Company after the date hereof of: (a) shares of Common Stock issued upon the exercise of
          this Warrant; (b) shares of Common Stock issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the
          Company or their retention as consultants by the Company, in each case authorized by the board of directors of the Company and issued pursuant to any of the Company’s equity incentive plans from time to time (including all such shares of Common
          Stock and Options outstanding prior to the date hereof); (c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options covered by clause (b) above) issued prior to the date hereof, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof; (d) shares of Common
          Stock, Options or Convertible Securities issued (i) to persons in connection with a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of the
          Company) relating to the operation of the Company's business and not for the primary purpose of raising equity capital, (ii) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible
          or intangible assets, or (iii) to lenders as equity kickers in connection with debt financings of the Company, in each case where such transactions have been approved by the board of directors of the Company; (e) shares of Common Stock in an
          offering for cash for the account of the Company that is underwritten on a firm commitment basis and is registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended; or (f) shares of Common Stock, Options or
          Convertible Securities issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business.

         

        “Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

         

        

      

      
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        2.           FUNDAMENTAL TRANSACTIONS.  If, at any time while this Warrant is outstanding, (a) the Company effects any
            merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (b) the Company effects any sale of all or substantially all of its assets in one or a series
            of related transactions, (c) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange
            their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (d) the Company effects any reclassification of the Common Stock or any compulsory share exchange
            pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental
              Transaction”), then immediately prior to the occurrence of such Fundamental Transaction, this Warrant shall automatically be converted into the right to receive the number of shares of Common Stock of the Company for which this Warrant is
            exercisable at such time (assuming a cashless exercise and, for the avoidance of doubt, taking into account the Section 382 Exercise Limitation).

         

        3.          FRACTIONAL SHARES. The Company shall not be required to issue fractions of shares upon exercise of this
            Warrant or to distribute certificates which evidence fractional shares. In lieu of fractional shares, the Company may make payment to the Holder, at the time of exercise of this Warrant as herein provided, in an amount in cash equal to such
            fraction multiplied by the fair market value (as determined in accordance with Section 1(c)) of one Warrant Share at the time of exercise of this Warrant as herein provided.

         

        4.          WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise specifically provided herein, this Warrant, in
            and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any
            securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

         

      

      
        5.           REISSUANCE.

         

      

      
        (a)         Lost, Stolen or Mutilated Warrant.  Upon
            receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification
            agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company shall execute and deliver to the Holder, in lieu hereof, a new
            Warrant of like denomination and tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed.

         

          

      

      
        (b)          Issuance of New Warrants.  Whenever the Company is required to issue a new
            Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

      

      
         

        

      

      
        6.           TRANSFER.

         

      

      
        (a)          Notice of Transfer.  Subject to compliance with applicable
            securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of this Warrant to
            the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (in the form attached hereto as Exhibit B)
            and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  By acceptance of this Warrant, the Holder agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares
            of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. As a condition to such transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply with the exemptions
            relied upon by the Company for the transfer or disposition of this Warrant or the Warrant Shares.  Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and deliver a new Warrant or Warrants in the name of the transferee or transferees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new
            Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.  For the avoidance of doubt, any transferee and any subsequent transferee shall be subject to the 6.24% Exercise Limitation and the Section 382 Exercise Limitation.

         

          

      

      
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        (b)          The Holder, by acceptance of this Warrant, agrees to comply in all respects with the restrictive legend
            requirements set forth on the face of this Warrant and further agrees that it shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in
            a violation of the Securities Act of 1933, as amended (the “Securities Act”).  Notwithstanding anything to the contrary, this Warrant may not be transferred or exercised unless (i) the transferor, transferee, exercising Holder or its
            designated recipient of Common Stock issuable on the exercise of such Warrant and the Company, as applicable, have completed and submitted all filings, registrations or other notifications to any governmental entity that may be required
            pursuant to applicable law in connection with such transfer or exercise, (ii) all necessary approvals or waivers, as the case may be, of any governmental entity that may be required pursuant to applicable law in connection with such transfer or
            exercise have been obtained, and (iii) any waiting periods required by applicable law for the consummation of such transfer or exercise have expired or been terminated.

         

      

      
        7.           COVENANTS OF THE COMPANY.

         

      

      
        (a)          Covenants as to Shares. The Company shall procure that all Warrant Shares
            that may be issued upon the exercise of the rights represented by this Warrant are, upon issuance, validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof.
            The Company shall, at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant (without
            regard to any limitations on exercise). If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock are not sufficient to permit the full exercise of this Warrant, the Company shall take such corporate
            action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number as is sufficient for such purposes. During the Exercise Period, the Company shall not at any time increase
            the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect.

         

          

      

      
        (b)         Notices of Record Date. In the event of (i) any taking by the Company of a
            record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution; (ii) the effectiveness of a registration statement on Form S-1 filed with the
            Securities and Exchange Commission and/or (iii) the consummation of a Fundamental Transaction, then the Company shall provide to the Holder, at least five (5) Business Days prior to the date of any such event, a notice pursuant to Section
              11, specifying the date on which any such action is expected to be taken or any such event is expected to occur.

      

      
        

        

      

      
        8.           REPRESENTATIONS AND WARRANTIES.

        

        

      

      
        (a)           The Company hereby represents and warrants to the Holders as of the Issuance Date as follows:

         

      

      
        
          
            	

                  	(1)	
                    The Company has all necessary power, capacity and authority to execute and deliver this Warrant, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Warrant has
                      been duly and validly executed and delivered by the Company and, assuming the due execution and delivery by the Holder, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance
                      with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally.

                  


          

        

         

        
          
            	

                  	(2)	
                    All corporate actions on the part of the Company necessary for the issuance of this Warrant have been taken on or prior to the date hereof. The execution and delivery by the Company of this Warrant do not
                      require any filing with or approval from any governmental authority, except for filings with the United States Securities and Exchange Commission or otherwise required under Federal or state securities laws and filings made pursuant
                      to the rules and regulations of any stock exchange.

                  


             

            

          

        

      

      
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                  	(3)	
                    The authorized capital of the Company consists, immediately prior to the Issuance Date, of 5,000,0000 shares of preferred stock, $0.01 par value (none of which are outstanding), and 200,000,000 shares
                        of common stock, $0.01 par value (1,819,437 of which are issued and outstanding (excluding, for the avoidance of doubt, treasury stock)).  The number of Warrant Shares for which this Warrant may be exercised is, as of the Issuance
                        Date, equal to six and 99/100 percent (6.99%) of the issued and outstanding Common Stock, which number is subject to
                        adjustment in accordance with the terms hereof.

                  


          

        

         

      

      
        (b)          The Holder hereby represents and warrants to the Company by acceptance of this Warrant as of Issuance Date (or such
            other date on which such Holder becomes a Holder hereunder) as follows:

         

      

      
        
          
            	

                  	(1)	
                    The Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act.  The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise
                      hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered o exempted under the
                      Securities Act.

                  


          

        

        

        

      

      
        
          
            	

                  	(2)	
                    The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are being
                      acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited
                      circumstances.  In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

                  


          

        

        

        

      

      
        
          
            	

                  	(3)	
                    The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable
                      of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of
                      the Warrant and the business, properties, prospects and financial condition of the Company.

                  


          

        

        

        

      

      
        9.           TERMINATION OF WARRANT. This Warrant shall expire and shall no longer be exercisable upon the earlier of
            (a) the expiration of the Exercise Period and (b) the exercise in full hereof.

         

        10.         RESTRICTIVE LEGEND. The Warrant Shares shall be stamped or otherwise imprinted with a legend in
            substantially the following form:

         

      

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY
        NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
        WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.    IN ADDITION, EXERCISE OF THE WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THE WARRANT.

       

      

      
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        11.         NOTICES.  Any notice or other communication to be given under this Warrant shall
            be in writing and may either be delivered by hand, made by facsimile transmission, sent by electronic mail transmission, disclosed in all material respects and filed on EDGAR pursuant to the Securities Exchange Act of 1934, sent by overnight
            courier, or sent by registered mail, return receipt requested, postage prepaid, as follows: (a) if to the Holder, at the Holder’s address, facsimile number or electronic mail address set forth on the signature page hereof, or at such other
            address as the Holder shall have furnished to the Company in writing; and (b) if to the Company, at the Company’s address, facsimile number or electronic mail address set forth on the signature page hereof, or at such other address as the
            Company shall have furnished to the Holder in writing.

         

        12.         AMENDMENT AND WAIVER.  The terms of this Warrant may be amended or waived (either generally or in a
            particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

         

        13.         GOVERNING LAW; JURISDICTION.  This Warrant and all actions arising out of or in connection with this Warrant
            shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law (whether of the State of New York or any other jurisdiction). EACH PARTY
              HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
              WARRANT SHALL BE LITIGATED IN SUCH COURTS.  EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

         

        14.        JURY TRIAL WAIVER.  THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY
            JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.

         

        15.         ACCEPTANCE.  Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of
            the terms and conditions contained herein.

         

        16.         RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT.  Unless otherwise provided in this Warrant, the
            rights and obligations of the Company, of the Holder and of the holder of the Warrant Shares issued upon exercise of this Warrant hereunder shall survive the exercise of this Warrant.

         

        17.         SUCCESSORS AND ASSIGNS.  The terms and provisions of this Warrant shall inure to the benefit of, and be
            binding upon, the Company, the Holder and their respective permitted successors and assigns.

         

        18.         TITLES AND SUBTITLES.  The titles and subtitles used in this Warrant are used for convenience only and are
            not to be considered in construing or interpreting this Warrant.

         

        19.         SEVERABILITY.  In the event any one or more of the provisions of this Warrant shall for any reason be held
            invalid, illegal or unenforceable, the remaining provisions of this Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes
            closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

         

          

      

      
        20.          CERTAIN DEFINITIONS.  For purposes of this Warrant, the following terms shall
            have the following meanings:

         

      

      
        (a)           “Business Day” means all days other than Saturdays, Sundays and any other days on which commercial banks
            in New York City are authorized or required by law to be closed for business.

         

        (b)           “Common Stock” means the Company’s common stock, par value $0.01 per share, and any other class of
            securities into which such securities may hereafter be reclassified or changed.

         

          

      

      
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        (c)           “Required Consents” means the material filings, registrations, notifications, approvals, waivers or
            expiration or termination of any waiting periods that are necessary or required, as set forth in Section 6(b).

      

      
        

        

      

      
        21.         WARRANT REGISTER.  The Company shall keep and properly maintain at its principal executive offices
            books for the registration of the Warrant and any transfers thereof.  The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be
            affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

         

      

      
        [Signature page follows]

         

        

      

      
        8

        
          


      

      IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be duly executed as of the Issuance Date set forth above.

      

      

      	

            	
              TRANS WORLD ENTERTAINMENT CORPORATION

            
	

            	

            
	

            	
              By: /s/ Edwin Sapienza

            
	

            	
              Name: Edwin Sapienza

            
	

            	
              Title: Chief Financial Officer

            
	

            	

            
	

            	
              Address: 38 Corporate Circle

            
	

            	

            
	

            	
              Albany, NY 12203

            
	

            	

            
	

            	
              Email: esapienza@twec.com

            
	

            	

            
	

            	
              Agreed & Accepted:

            
	

            	

            
	

            	
              ALIMCO RE LTD.

            
	

            	

            
	

            	
              By: /s/ Jonathan Marcus

            
	

            	
              Name: Jonathan Marcus

            
	

            	
              Title: CEO

            
	

            	

            
	

            	
              Address: 2336 SE Ocean Blvd., #400

            
	

            	

            
	

            	
              Stuart, FL 34996

            
	

            	

            
	

            	
              Facsimile: (619) 923-2908

              

            
	

            	

            
	 	
              Email: jon@limadvisory.com

            


      

      

      
        [Signature Page to Warrant]

      

      
        9

        
          


      

      
        EXHIBIT A

         

        

        EXERCISE NOTICE

         

        

        (To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

         

        

      

      
        The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
          Trans World Entertainment Corporation, a Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant (as defined below). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth
          in the Common Stock Purchase Warrant (the “Warrant”), dated as of March 30, 2020, issued by the Company.

         

        

      

      
        
          	1.	
                  Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as (check one):

                


        

      

      
         

        

      

      
        
          	

                	☐	
                  a cash exercise with respect to _________________ Warrant Shares; or

                


        

      

      
        
          	

                	☐	
                  by cashless exercise pursuant to Section 1(b) of the Warrant for _________ Warrant Shares.

                


        

      

      
         

        

      

      
        
          	2.	
                  Payment of Exercise Price.  If a cash exercise is selected above, the Aggregate Exercise Price in the sum of $___________________ has been wire transferred to the Company in accordance with the terms of the Warrant.

                


        

      

      
         

        

      

      
        
          	3.	
                  Confirmation.  The undersigned hereby represents and warrants that the Required Consents have been made or obtained, as applicable.

                


        

      

      

      

      
        
          	4.	
                  Delivery of Warrant Shares.  The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

                


        

      

      

      

      	
              Date:

            	

            	

            
	

            


      	
              (Print Name of Registered Holder)

            


      

      

      	
              By:

            	

            	

            


      	
              Name:

            	

            	

            


      	
              Title:

            	

            	

            


      
         

        

         
          Exhibit A

           

          

        

      

      
        10

        
          


      

      
        EXHIBIT B

         

        

        ASSIGNMENT OF WARRANT

         

        

        (To be signed only upon authorized transfer of the Warrant)

         

        

      

      
        For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to                                 


          . By accepting such transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be bound in all respects by its terms and conditions; and such transferee represents and warrants that
          it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

         

        

      

      	
              Holder

            
	

            
	
              Date:

            	

            	

            


      
         

        

      

      	

            	

            
	
              (Signature) *

            	

            
	

            	

            
	

            	

            
	
              (Name)

            	

            
	

            	

            
	

            	

            
	
              (Address)

            	

            
	

            	

            
	

            	

            
	
              (Social Security or Tax Identification No.)

            	

            


      
        

        

        * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any
          change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

      

      
         

        

      

      	
              Transferee

            	1

            


      	

            
	
              Date:

            	

            	

            


      

      

      	

            	

            
	
              (Signature)

            	

            
	

            	

            
	

            	

            
	
              (Name)

            	

            
	

            	

            
	

            	

            
	
              (Address)

            	

            


       

      

      
        Exhibit B

        
          11

          
            


        

         

          Execution Version

          
            

            

            NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND,
              ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN
              AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
              EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.   IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT.

             

            

          

          
            COMMON STOCK PURCHASE WARRANT

            TRANS WORLD ENTERTAINMENT CORPORATION

             

             

            

            Warrant Shares: 93,923

          

          
            Date of Issuance: March 30, 2020 (the “Issuance Date”)

          

          
             

            

            THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value
                received (in connection with RJHDC, LLC providing a $2,006,800 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans World Entertainment Corporation (the “Company”)), RJHDC, LLC (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 93,923 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.

            

            

            Capitalized terms used in this Warrant shall have the meanings set forth in the body of this Warrant or in Section 20 below. For purposes of this Warrant, the term “Exercise


                Price” shall mean $0.01 per Warrant Share, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the five (5)-year anniversary
              thereof, or if such day is not a Business Day on the next succeeding Business Day, or (b) the occurrence of a Fundamental Transaction.

            

            

          

          
            1.           EXERCISE OF WARRANT.

             

              

          

          
            (a)          Mechanics of Exercise. Subject to the terms and conditions hereof, the
                rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Day, in the form attached hereto as Exhibit A (the “Exercise
                  Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a
                portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  On
                or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as
                received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and
                together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may
                (or may direct its transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide
                confirmation of such entitlement. Upon delivery of the Exercise Deliveries, but subject to Section 1(c), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to
                which this Warrant has been exercised, irrespective of the date of delivery of the notice in respect of such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this
                Warrant is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue a new
                Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this
                Warrant is exercised.

             

              

          

          
            12

            
              


          

          
            (b)          Cashless Exercise. In the event of a Fundamental Transaction, the
                Holder shall, and at any time during the Exercise Period the Holder may at its option, elect to receive, pursuant to a cashless exercise in lieu of a cash exercise, Warrant Shares equal to the value of this Warrant determined in the manner
                described below (or of any portion thereof being exercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Warrant Shares computed using the following formula:

             

          

          Y(A – B)

          X          =                   A

          Where:

          

          

          X          =              the number of Warrant Shares to be issued to the Holder;

          Y          =              the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1(a);

          A          =              the fair market value of one Warrant Share at the time of exercise of this Warrant as herein provided; and

          B          =               the Exercise Price.

          
             

            

            (c)          Fair Market Value. For purposes of this Section 1, the fair market value of a Warrant Share means, as of any particular date: (a)
              the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such
              exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the
              closing sales price of the Common Stock as quoted on the Financial Industry Regulatory Authority OTC Bulletin Board electronic interdealer quotation system (the “OTC Bulletin Board”), the OTC Markets Group Inc. electronic inter-dealer quotation system (including OTCQX, OTCQB and OTC Pink) (the “Pink OTC Markets”) or similar quotation system or association for such day; or (d) if
              there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC
              Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which
              "fair market value" is being determined; provided that if the Common Stock is listed on any domestic securities exchange, the term "Business Day" as used in this sentence means Business Days on which such exchange is open for
              trading.  If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the "fair market value" of a Warrant Share shall
              be the fair market value per share as determined jointly by the board of directors of the Company and the Holder; provided, that if the board of directors of the Company and the Holder are
              unable to agree on the fair market value of a Warrant Share within a reasonable period of time (not to exceed thirty (30) days from the Company's receipt of the Exercise Notice), such fair market value shall be determined by a nationally
              recognized investment banking, accounting or valuation firm jointly selected by the board of directors of the Company and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation
              firm shall be borne pro rata by the Company and the Holder based on the amount by which each party’s calculation of fair market value is different from the fair market value as determined by such valuation firm.  Notwithstanding anything to
              the contrary herein, this Warrant may not be exercised, and no Warrant Shares shall be issued in respect of hereof, until the fair market value of the Warrant Shares has been finally determined in accordance with this Section 1(c).

             

          

          
            (d)         Holder’s Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, and the Company shall not
              effect any exercise of this Warrant, to the extent that (i) after giving effect to the issuance of Warrant Shares as set forth in the applicable Exercise Notice, the Warrant Shares so issued, together with any and all Warrant Shares
              previously issued pursuant to a partial exercise of this Warrant, would exceed four and 61/100 percent (4.61%) of the issued and outstanding Common Stock (such amount, the “4.61% Exercise Limitation”) or (ii) any such exercise would
              result in an “ownership change” with respect to the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Section 382 Exercise Limitation”). The determination of whether the 4.61% Exercise
              Limitation applies, and the extent to which it applies, shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of the extent to which this Warrant is
              exercisable.  Notwithstanding anything to the contrary herein, the Company shall have no obligation to determine whether the 4.61% Exercise Limitation has been exceeded at any particular time and, unless otherwise notified in writing by the
              Holder prior to the applicable date of determination, the Company shall be permitted to assume that the 4.61% Exercise Limitation has not been exceeded.  The determination of whether the Section 382 Exercise Limitation applies, and the extent
              to which it applies, shall be made by the Company in its sole discretion.  Upon the written request of the Holder, the Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock then outstanding.

             

            

          

          
            13

            
              


          

          
            (e)         Anti-Dilution. If, at any time after the date hereof while this Warrant is outstanding, the Company sells or issues, any shares of
              Common Stock for less than the fair market value of the Common Stock on the date of such sale or issuance (as determined in good faith by the board of directors of the Company), such that the Warrant Shares (taking into account any such
              Warrant Shares issuable or previously issued) represent less than the 4.61% Exercise Limitation (taking into account such sale or issuance, as applicable, and based on the number of shares of Common Stock actually outstanding), then the
              number of Warrant Shares purchasable under this Warrant shall (at the time of exercise of this Warrant) be adjusted upwards, subject to the Section 382 Exercise Limitation, to an amount equal to the 4.61% Exercise Limitation, computed at the
              time of such issuance; provided, however, that such adjustment shall be rounded down to the nearest whole share of Common Stock; provided further that anything herein to the contrary notwithstanding, there shall
              be no adjustment to the number of Warrant Shares issuable upon exercise of this Warrant with respect to any Excluded Issuance.  For purposes of this Section 1(e), the following terms have the following meanings:

          

          
            

            

          

          
            “Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

             

            “Excluded Issuances” means any issuance or sale (or deemed issuance or sale) by the Company after the date hereof of: (a) shares of Common Stock issued upon the
              exercise of this Warrant; (b) shares of Common Stock issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their
              employment by the Company or their retention as consultants by the Company, in each case authorized by the board of directors of the Company and issued pursuant to any of the Company’s equity incentive plans from time to time (including all
              such shares of Common Stock and Options outstanding prior to the date hereof); (c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options covered by clause (b) above) issued prior to the date hereof, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof; (d) shares of Common
              Stock, Options or Convertible Securities issued (i) to persons in connection with a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of
              the Company) relating to the operation of the Company's business and not for the primary purpose of raising equity capital, (ii) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its
              tangible or intangible assets, or (iii) to lenders as equity kickers in connection with debt financings of the Company, in each case where such transactions have been approved by the board of directors of the Company; (e) shares of Common
              Stock in an offering for cash for the account of the Company that is underwritten on a firm commitment basis and is registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended; or (f) shares of Common
              Stock, Options or Convertible Securities issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business.

             

            “Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

             

            

          

          
            14

            
              


          

          
            2.           FUNDAMENTAL TRANSACTIONS.  If, at any time while this Warrant is outstanding, (a) the Company effects
                any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (b) the Company effects any sale of all or substantially all of its assets in one or a
                series of related transactions, (c) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender
                or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (d) the Company effects any reclassification of the Common Stock or any compulsory
                share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental


                  Transaction”), then immediately prior to the occurrence of such Fundamental Transaction, this Warrant shall automatically be converted into the right to receive the number of shares of Common Stock of the Company for which this
                Warrant is exercisable at such time (assuming a cashless exercise and, for the avoidance of doubt, taking into account the Section 382 Exercise Limitation).

             

            3.          FRACTIONAL SHARES. The Company shall not be required to issue fractions of shares upon exercise of this
                Warrant or to distribute certificates which evidence fractional shares. In lieu of fractional shares, the Company may make payment to the Holder, at the time of exercise of this Warrant as herein provided, in an amount in cash equal to such
                fraction multiplied by the fair market value (as determined in accordance with Section 1(c)) of one Warrant Share at the time of exercise of this Warrant as herein provided.

             

            4.          WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise specifically provided herein, this
                Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
                purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

             

          

          
            5.           REISSUANCE.

             

          

          
            (a)         Lost, Stolen or Mutilated Warrant.  Upon receipt of evidence
                reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit
                of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like
                denomination and tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed.

             

              

          

          
            (b)          Issuance of New Warrants.  Whenever the Company is required to issue a
                new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

          

          
             

            

          

          
            6.           TRANSFER.

             

          

          
            (a)          Notice of Transfer.  Subject to compliance with
                applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender of
                this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (in the form attached hereto as Exhibit B) and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  By acceptance of this Warrant, the Holder agrees to give written notice to the Company before transferring this Warrant or
                transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. As a condition to such transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant
                attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by the Company
                solely to comply with the exemptions relied upon by the Company for the transfer or disposition of this Warrant or the Warrant Shares.  Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the Company shall execute and deliver a new Warrant or Warrants in the name of the transferee or transferees and in the denominations specified in such
                instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.  For the avoidance of doubt, any transferee and any
                subsequent transferee shall be subject to the 4.61% Exercise Limitation and the Section 382 Exercise Limitation.

             

              

          

          
            15

            
              


          

          
            (b)          The Holder, by acceptance of this Warrant, agrees to comply in all respects with the restrictive legend
                requirements set forth on the face of this Warrant and further agrees that it shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result
                in a violation of the Securities Act of 1933, as amended (the “Securities Act”).  Notwithstanding anything to the contrary, this Warrant may not be transferred or exercised unless (i) the transferor, transferee, exercising Holder or
                its designated recipient of Common Stock issuable on the exercise of such Warrant and the Company, as applicable, have completed and submitted all filings, registrations or other notifications to any governmental entity that may be required
                pursuant to applicable law in connection with such transfer or exercise, (ii) all necessary approvals or waivers, as the case may be, of any governmental entity that may be required pursuant to applicable law in connection with such
                transfer or exercise have been obtained, and (iii) any waiting periods required by applicable law for the consummation of such transfer or exercise have expired or been terminated.

             

          

          
            7.           COVENANTS OF THE COMPANY.

             

          

          
            (a)          Covenants as to Shares. The Company shall procure that all Warrant
                Shares that may be issued upon the exercise of the rights represented by this Warrant are, upon issuance, validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance
                thereof. The Company shall, at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this
                Warrant (without regard to any limitations on exercise). If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock are not sufficient to permit the full exercise of this Warrant, the Company
                shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number as is sufficient for such purposes. During the Exercise Period, the Company
                shall not at any time increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect.

             

              

          

          
            (b)         Notices of Record Date. In the event of (i) any taking by the Company
                of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution; (ii) the effectiveness of a registration statement on Form S-1 filed
                with the Securities and Exchange Commission and/or (iii) the consummation of a Fundamental Transaction, then the Company shall provide to the Holder, at least five (5) Business Days prior to the date of any such event, a notice pursuant to
                Section 11, specifying the date on which any such action is expected to be taken or any such event is expected to occur.

          

          
            

            

          

          
            8.           REPRESENTATIONS AND WARRANTIES.

            

            

          

          
            (a)           The Company hereby represents and warrants to the Holders as of the Issuance Date as follows:

             

          

          
            
              
                	

                      	(1)	
                        The Company has all necessary power, capacity and authority to execute and deliver this Warrant, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Warrant
                          has been duly and validly executed and delivered by the Company and, assuming the due execution and delivery by the Holder, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in
                          accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally.

                      


              

            

             

            
              
                	

                      	(2)	
                        All corporate actions on the part of the Company necessary for the issuance of this Warrant have been taken on or prior to the date hereof. The execution and delivery by the Company of this Warrant do
                          not require any filing with or approval from any governmental authority, except for filings with the United States Securities and Exchange Commission or otherwise required under Federal or state securities laws and filings made
                          pursuant to the rules and regulations of any stock exchange.

                      


                 

                

              

            

          

          
            16

            
              


          

          
            
              
                	

                      	(3)	
                        The authorized capital of the Company consists, immediately prior to the Issuance Date, of 5,000,0000 shares of preferred stock, $0.01 par value (none of which are outstanding), and 200,000,000
                            shares of common stock, $0.01 par value (1,819,437 of which are issued and outstanding (excluding, for the avoidance of doubt, treasury stock)).  The number of Warrant Shares for which this Warrant may be exercised is, as of the
                            Issuance Date, equal to five and 16/100 percent (5.16%) of the issued and outstanding Common Stock, which number is
                            subject to adjustment in accordance with the terms hereof.

                      


              

            

             

          

          
            (b)          The Holder hereby represents and warrants to the Company by acceptance of this Warrant as of Issuance Date (or
                such other date on which such Holder becomes a Holder hereunder) as follows:

             

          

          
            
              
                	

                      	(1)	
                        The Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act.  The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise
                          hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered o exempted under
                          the Securities Act.

                      


              

            

            

            

          

          
            
              
                	

                      	(2)	
                        The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are being
                          acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited
                          circumstances.  In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

                      


              

            

            

            

          

          
            
              
                	

                      	(3)	
                        The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is
                          capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the
                          offering of the Warrant and the business, properties, prospects and financial condition of the Company.

                      


              

            

            

            

          

          
            9.           TERMINATION OF WARRANT. This Warrant shall expire and shall no longer be exercisable upon the earlier
                of (a) the expiration of the Exercise Period and (b) the exercise in full hereof.

             

            10.         RESTRICTIVE LEGEND. The Warrant Shares shall be stamped or otherwise imprinted with a legend in
                substantially the following form:

             

          

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY,
            MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN AVAILABLE
            EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
            SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.    IN ADDITION, EXERCISE OF THE WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THE WARRANT.

           

          

          
            17

            
              


          

          
            11.         NOTICES.  Any notice or other communication to be given under this Warrant shall be in writing and may
                either be delivered by hand, made by facsimile transmission, sent by electronic mail transmission, disclosed in all material respects and filed on EDGAR pursuant to the Securities Exchange Act of 1934, sent by overnight courier, or sent by
                registered mail, return receipt requested, postage prepaid, as follows: (a) if to the Holder, at the Holder’s address, facsimile number or electronic mail address set forth on the signature page hereof, or at such other address as the
                Holder shall have furnished to the Company in writing; and (b) if to the Company, at the Company’s address, facsimile number or electronic mail address set forth on the signature page hereof, or at such other address as the Company shall
                have furnished to the Holder in writing.

             

            12.         AMENDMENT AND WAIVER.  The terms of this Warrant may be amended or waived (either generally or in a
                particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

             

            13.         GOVERNING LAW; JURISDICTION.  This Warrant and all actions arising out of or in connection with this
                Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law (whether of the State of New York or any other jurisdiction). EACH


                  PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
                  TO THIS WARRANT SHALL BE LITIGATED IN SUCH COURTS.  EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

             

            14.        JURY TRIAL WAIVER.  THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL
                BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.

             

            15.         ACCEPTANCE.  Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all
                of the terms and conditions contained herein.

             

            16.         RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT.  Unless otherwise provided in this Warrant, the
                rights and obligations of the Company, of the Holder and of the holder of the Warrant Shares issued upon exercise of this Warrant hereunder shall survive the exercise of this Warrant.

             

            17.         SUCCESSORS AND ASSIGNS.  The terms and provisions of this Warrant shall inure to the benefit of, and be
                binding upon, the Company, the Holder and their respective permitted successors and assigns.

             

            18.         TITLES AND SUBTITLES.  The titles and subtitles used in this Warrant are used for convenience only and
                are not to be considered in construing or interpreting this Warrant.

             

            19.         SEVERABILITY.  In the event any one or more of the provisions of this Warrant shall for any reason be
                held invalid, illegal or unenforceable, the remaining provisions of this Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision,
                which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

             

              

          

          
            20.          CERTAIN DEFINITIONS.  For purposes of this Warrant, the following terms shall have the following
                meanings:

             

          

          
            (a)           “Business Day” means all days other than Saturdays, Sundays and any other days on which commercial
                banks in New York City are authorized or required by law to be closed for business.

             

            (b)           “Common Stock” means the Company’s common stock, par value $0.01 per share, and any other class of
                securities into which such securities may hereafter be reclassified or changed.

             

              

          

          
            18

            
              


          

          
            (c)           “Required Consents” means the material filings, registrations, notifications, approvals, waivers or
                expiration or termination of any waiting periods that are necessary or required, as set forth in Section 6(b).

          

          
            

            

          

          
            21.         WARRANT REGISTER.  The Company shall keep and properly maintain at its principal executive offices books
                for the registration of the Warrant and any transfers thereof.  The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected
                by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

             

          

          
            [Signature page follows]

             

            

          

          
            19

            
              


          

          IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be duly executed as of the Issuance Date set forth above.

          

          

          	

                	
                  TRANS WORLD ENTERTAINMENT CORPORATION

                
	

                	

                
	

                	
                  By: /s/ Edwin Sapienza

                
	

                	
                  Name: Edwin Sapienza

                
	

                	
                  Title: Chief Financial Officer

                
	

                	

                
	

                	
                  Address: 38 Corporate Circle

                
	

                	

                
	

                	
                  Albany, NY 12203

                
	

                	

                
	

                	
                  Email: esapienza@twec.com

                
	

                	

                
	

                	
                  Agreed & Accepted:

                
	

                	

                
	

                	
                  RJHDC, LLC

                
	

                	

                
	

                	
                  By: /s/ Anne Higgins

                    

                
	

                	
                  Name: Anne Higgins

                  

                
	

                	
                  Title: Sole Member/Manager

                  

                
	

                	

                
	

                	
                  Address: c/o Independent Family Office, LLC  

                
	

                	
                  677 Broadway, 7th Floor 

                  

                
	

                	
                  Albany, NY 12207

                
	 	 
	

                	
                  Facsimile: (518) 452-8053

                
	 	 
	

                	
                  
                    Email: jboll@bsk.com 

                  

                


          

          

          
            [Signature Page to Warrant]

          

          
            20

            
              


          

          
            EXHIBIT A

             

            

            EXERCISE NOTICE

             

            

            (To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

             

            

          

          
            The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant
              Shares”) of Trans World Entertainment Corporation, a Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant (as defined below). Capitalized terms used herein and not otherwise defined shall have the respective
              meanings set forth in the Common Stock Purchase Warrant (the “Warrant”), dated as of March 30, 2020, issued by the Company.

             

            

          

          
            
              	1.	
                      Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as (check one):

                    


            

          

          
             

            

          

          
            
              	

                    	☐	
                      a cash exercise with respect to _________________ Warrant Shares; or

                    


            

          

          
            
              	

                    	☐	
                      by cashless exercise pursuant to Section 1(b) of the Warrant for _________ Warrant Shares.

                    


            

          

          
             

            

          

          
            
              	2.	
                      Payment of Exercise Price.  If a cash exercise is selected above, the Aggregate Exercise Price in the sum of $___________________ has been wire transferred to the Company in accordance with the terms of the Warrant.

                    


            

          

          
             

            

          

          
            
              	3.	
                      Confirmation.  The undersigned hereby represents and warrants that the Required Consents have been made or obtained, as applicable.

                    


            

          

          

          

          
            
              	4.	
                      Delivery of Warrant Shares.  The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

                    


            

          

          

          

          	
                  Date:

                	

                	

                
	

                


          	
                  (Print Name of Registered Holder)

                


          

          

          	
                  By:

                	

                	

                


          	
                  Name:

                	

                	

                


          	
                  Title:

                	

                	

                


          
             

            

             
              Exhibit A

               

              

            

          

          
            21

            
              


          

          
            EXHIBIT B

             

            

            ASSIGNMENT OF WARRANT

             

            

            (To be signed only upon authorized transfer of the Warrant)

             

            

          

          
            For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to                                 


              . By accepting such transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be bound in all respects by its terms and conditions; and such transferee represents and warrants
              that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

             

            

          

          	
                  Holder

                
	

                
	
                  Date:

                	

                	

                


          
             

            

          

          	

                	

                
	
                  (Signature) *

                	

                
	

                	

                
	

                	

                
	
                  (Name)

                	

                
	

                	

                
	

                	

                
	
                  (Address)

                	

                
	

                	

                
	

                	

                
	
                  (Social Security or Tax Identification No.)

                	

                


          
            

            

            * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or
              any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

          

          
             

            

          

          	
                  Transferee

                	1

                


          	

                
	
                  Date:

                	

                	

                


          

          

          	

                	

                
	
                  (Signature)

                	

                
	

                	

                
	

                	

                
	
                  (Name)

                	

                
	

                	

                
	

                	

                
	
                  (Address)

                	

                


           

          

          
            Exhibit B

            
              22

              
                


            

            
              Execution Version

              
                

                

                NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE,
                  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR
                  PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
                  TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.   IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT.

                 

                

              

              
                COMMON STOCK PURCHASE WARRANT

                TRANS WORLD ENTERTAINMENT CORPORATION

                 

                 

                

                Warrant Shares: 14,041

              

              
                Date of Issuance: March 30, 2020 (the “Issuance Date”)

              

              
                 

                

                THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for
                    value received (in connection with Kick-Start III, LLC providing a $300,000 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans World Entertainment
                    Corporation (the “Company”)), Kick-Start III, LLC (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 14,041 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.

                

                

                Capitalized terms used in this Warrant shall have the meanings set forth in the body of this Warrant or in Section 20 below. For purposes of this Warrant, the term
                  “Exercise Price” shall mean $0.01 per Warrant Share, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the five (5)-year
                  anniversary thereof, or if such day is not a Business Day on the next succeeding Business Day, or (b) the occurrence of a Fundamental Transaction.

                

                

              

              
                1.           EXERCISE OF WARRANT.

                 

                  

              

              
                (a)          Mechanics of Exercise. Subject to the terms and conditions hereof,
                    the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Day, in the form attached hereto as Exhibit A (the “Exercise


                      Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a
                    portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. 
                    On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to
                    count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”,

                    and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the
                    Company may (or may direct its transfer agent to) deliver, to the address specified in the Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise
                    provide confirmation of such entitlement. Upon delivery of the Exercise Deliveries, but subject to Section 1(c), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
                    with respect to which this Warrant has been exercised, irrespective of the date of delivery of the notice in respect of such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares
                    represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own
                    expense, issue a new Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
                    with respect to which this Warrant is exercised.

                 

                  

              

              
                23

                
                  


              

              
                (b)          Cashless Exercise. In the event of a Fundamental Transaction, the
                    Holder shall, and at any time during the Exercise Period the Holder may at its option, elect to receive, pursuant to a cashless exercise in lieu of a cash exercise, Warrant Shares equal to the value of this Warrant determined in the
                    manner described below (or of any portion thereof being exercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Warrant Shares computed using the following formula:

                 

              

              Y(A – B)

              X          =                   A

              Where:

              

              

              X          =              the number of Warrant Shares to be issued to the Holder;

              Y          =              the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1(a);

              A          =              the fair market value of one Warrant Share at the time of exercise of this Warrant as herein provided; and

              B          =               the Exercise Price.

              
                 

                

                (c)          Fair Market Value. For purposes of this Section 1, the fair market value of a Warrant Share means, as of any particular date:
                  (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on
                  any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities
                  exchange, the closing sales price of the Common Stock as quoted on the Financial Industry Regulatory Authority OTC Bulletin Board electronic interdealer quotation system (the “OTC Bulletin
                    Board”), the OTC Markets Group Inc. electronic inter-dealer quotation system (including OTCQX, OTCQB and OTC Pink) (the “Pink OTC Markets”) or similar quotation system or association
                  for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the
                  Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day
                  immediately prior to the day as of which "fair market value" is being determined; provided that if the Common Stock is listed on any domestic securities exchange, the term "Business Day" as used in this sentence means Business
                  Days on which such exchange is open for trading.  If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the
                  "fair market value" of a Warrant Share shall be the fair market value per share as determined jointly by the board of directors of the Company and the Holder; provided, that if the board
                  of directors of the Company and the Holder are unable to agree on the fair market value of a Warrant Share within a reasonable period of time (not to exceed thirty (30) days from the Company's receipt of the Exercise Notice), such fair
                  market value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the board of directors of the Company and the Holder. The determination of such firm shall be final and
                  conclusive, and the fees and expenses of such valuation firm shall be borne pro rata by the Company and the Holder based on the amount by which each party’s calculation of fair market value is different from the fair market value as
                  determined by such valuation firm.  Notwithstanding anything to the contrary herein, this Warrant may not be exercised, and no Warrant Shares shall be issued in respect of hereof, until the fair market value of
                  the Warrant Shares has been finally determined in accordance with this Section 1(c).

                 

              

              
                (d)         Holder’s Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, and the Company shall not
                  effect any exercise of this Warrant, to the extent that (i) after giving effect to the issuance of Warrant Shares as set forth in the applicable Exercise Notice, the Warrant Shares so issued, together with any and all Warrant Shares
                  previously issued pursuant to a partial exercise of this Warrant, would exceed zero and 69/100 percent (0.69%) of the issued and outstanding Common Stock (such amount, the “0.69% Exercise Limitation”) or (ii) any such exercise
                  would result in an “ownership change” with respect to the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Section 382 Exercise Limitation”). The determination of whether the 0.69%
                  Exercise Limitation applies, and the extent to which it applies, shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of the extent to which this Warrant
                  is exercisable.  Notwithstanding anything to the contrary herein, the Company shall have no obligation to determine whether the 0.69% Exercise Limitation has been exceeded at any particular time and, unless otherwise notified in writing
                  by the Holder prior to the applicable date of determination, the Company shall be permitted to assume that the 0.69% Exercise Limitation has not been exceeded.  The determination of whether the Section 382 Exercise Limitation applies, and
                  the extent to which it applies, shall be made by the Company in its sole discretion.  Upon the written request of the Holder, the Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock then
                  outstanding.

                 

                

              

              
                24

                
                  


              

              
                (e)         Anti-Dilution. If, at any time after the date hereof while this Warrant is outstanding, the Company sells or issues, any shares of
                  Common Stock for less than the fair market value of the Common Stock on the date of such sale or issuance (as determined in good faith by the board of directors of the Company), such that the Warrant Shares (taking into account any such
                  Warrant Shares issuable or previously issued) represent less than the 0.69% Exercise Limitation (taking into account such sale or issuance, as applicable, and based on the number of shares of Common Stock actually outstanding), then the
                  number of Warrant Shares purchasable under this Warrant shall (at the time of exercise of this Warrant) be adjusted upwards, subject to the Section 382 Exercise Limitation, to an amount equal to the 0.69% Exercise Limitation, computed at
                  the time of such issuance; provided, however, that such adjustment shall be rounded down to the nearest whole share of Common Stock; provided further that anything herein to the contrary notwithstanding,
                  there shall be no adjustment to the number of Warrant Shares issuable upon exercise of this Warrant with respect to any Excluded Issuance.  For purposes of this Section 1(e), the following terms have the following meanings:

              

              
                

                

              

              
                “Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

                 

                “Excluded Issuances” means any issuance or sale (or deemed issuance or sale) by the Company after the date hereof of: (a) shares of Common Stock issued upon the
                  exercise of this Warrant; (b) shares of Common Stock issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their
                  employment by the Company or their retention as consultants by the Company, in each case authorized by the board of directors of the Company and issued pursuant to any of the Company’s equity incentive plans from time to time (including
                  all such shares of Common Stock and Options outstanding prior to the date hereof); (c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options covered by clause (b) above) issued prior to the date
                  hereof, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price
                  thereof; (d) shares of Common Stock, Options or Convertible Securities issued (i) to persons in connection with a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers,
                  suppliers and strategic partners of the Company) relating to the operation of the Company's business and not for the primary purpose of raising equity capital, (ii) in connection with a transaction in which the Company, directly or
                  indirectly, acquires another business or its tangible or intangible assets, or (iii) to lenders as equity kickers in connection with debt financings of the Company, in each case where such transactions have been approved by the board of
                  directors of the Company; (e) shares of Common Stock in an offering for cash for the account of the Company that is underwritten on a firm commitment basis and is registered with the Securities and Exchange Commission under the Securities
                  Act of 1933, as amended; or (f) shares of Common Stock, Options or Convertible Securities issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the
                  use of such office space or equipment for its business.

                 

                “Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

                 

                

              

              
                25

                
                  


              

              
                2.           FUNDAMENTAL TRANSACTIONS.  If, at any time while this Warrant is outstanding, (a) the Company
                    effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (b) the Company effects any sale of all or substantially all of its assets
                    in one or a series of related transactions, (c) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are
                    permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (d) the Company effects any reclassification of the Common
                    Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common
                    Stock) (in any such case, a “Fundamental Transaction”), then immediately prior to the occurrence of such Fundamental Transaction, this Warrant shall automatically be converted into the right to receive the number of shares of
                    Common Stock of the Company for which this Warrant is exercisable at such time (assuming a cashless exercise and, for the avoidance of doubt, taking into account the Section 382 Exercise Limitation).

                 

                3.          FRACTIONAL SHARES. The Company shall not be required to issue fractions of shares upon exercise of
                    this Warrant or to distribute certificates which evidence fractional shares. In lieu of fractional shares, the Company may make payment to the Holder, at the time of exercise of this Warrant as herein provided, in an amount in cash
                    equal to such fraction multiplied by the fair market value (as determined in accordance with Section 1(c)) of one Warrant Share at the time of exercise of this Warrant as herein provided.

                 

                4.          WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise specifically provided herein, this
                    Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
                    purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

                 

              

              
                5.           REISSUANCE.

                 

              

              
                (a)         Lost, Stolen or Mutilated Warrant. 
                    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written
                    indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company shall execute and deliver to the
                    Holder, in lieu hereof, a new Warrant of like denomination and tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed.

                 

                  

              

              
                (b)          Issuance of New Warrants.  Whenever the Company is required to
                    issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

              

              
                 

                

              

              
                6.           TRANSFER.

                 

              

              
                (a)          Notice of Transfer.  Subject to compliance with
                    applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder, upon surrender
                    of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (in the form attached hereto as Exhibit B) and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  By acceptance of this Warrant, the Holder agrees to give written notice to the Company before transferring this Warrant
                    or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. As a condition to such transfer, the prospective transferee or purchaser shall execute an Assignment of
                    Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be reasonably required by
                    the Company solely to comply with the exemptions relied upon by the Company for the transfer or disposition of this Warrant or the Warrant Shares.  Upon such compliance, surrender, delivery and, if required, such payment pursuant to
                    this Section 6(a), the Company shall execute and deliver a new Warrant or Warrants in the name of the transferee or transferees and in the denominations
                    specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.  For the avoidance of doubt, any
                    transferee and any subsequent transferee shall be subject to the 0.69% Exercise Limitation and the Section 382 Exercise Limitation.

                 

                  

              

              
                26

                
                  


              

              
                (b)          The Holder, by acceptance of this Warrant, agrees to comply in all respects with the restrictive legend
                    requirements set forth on the face of this Warrant and further agrees that it shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not
                    result in a violation of the Securities Act of 1933, as amended (the “Securities Act”).  Notwithstanding anything to the contrary, this Warrant may not be transferred or exercised unless (i) the transferor, transferee, exercising
                    Holder or its designated recipient of Common Stock issuable on the exercise of such Warrant and the Company, as applicable, have completed and submitted all filings, registrations or other notifications to any governmental entity that
                    may be required pursuant to applicable law in connection with such transfer or exercise, (ii) all necessary approvals or waivers, as the case may be, of any governmental entity that may be required pursuant to applicable law in
                    connection with such transfer or exercise have been obtained, and (iii) any waiting periods required by applicable law for the consummation of such transfer or exercise have expired or been terminated.

                 

              

              
                7.           COVENANTS OF THE COMPANY.

                 

              

              
                (a)          Covenants as to Shares. The Company shall procure that all Warrant
                    Shares that may be issued upon the exercise of the rights represented by this Warrant are, upon issuance, validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the
                    issuance thereof. The Company shall, at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
                    by this Warrant (without regard to any limitations on exercise). If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock are not sufficient to permit the full exercise of this Warrant, the
                    Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number as is sufficient for such purposes. During the Exercise Period,
                    the Company shall not at any time increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect.

                 

                  

              

              
                (b)         Notices of Record Date. In the event of (i) any taking by the
                    Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution; (ii) the effectiveness of a registration statement on Form
                    S-1 filed with the Securities and Exchange Commission and/or (iii) the consummation of a Fundamental Transaction, then the Company shall provide to the Holder, at least five (5) Business Days prior to the date of any such event, a
                    notice pursuant to Section 11, specifying the date on which any such action is expected to be taken or any such event is expected to occur.

              

              
                

                

              

              
                8.           REPRESENTATIONS AND WARRANTIES.

                

                

              

              
                (a)           The Company hereby represents and warrants to the Holders as of the Issuance Date as follows:

                 

              

              
                
                  
                    	

                          	(1)	
                            The Company has all necessary power, capacity and authority to execute and deliver this Warrant, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This
                              Warrant has been duly and validly executed and delivered by the Company and, assuming the due execution and delivery by the Holder, constitutes the legal, valid and binding obligation of the Company, enforceable against the
                              Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights
                              generally.

                          


                  

                

                 

                
                  
                    	

                          	(2)	
                            All corporate actions on the part of the Company necessary for the issuance of this Warrant have been taken on or prior to the date hereof. The execution and delivery by the Company of this Warrant
                              do not require any filing with or approval from any governmental authority, except for filings with the United States Securities and Exchange Commission or otherwise required under Federal or state securities laws and filings
                              made pursuant to the rules and regulations of any stock exchange.

                          


                     

                    

                  

                

              

              
                27

                
                  


              

              
                
                  
                    	

                          	(3)	
                            The authorized capital of the Company consists, immediately prior to the Issuance Date, of 5,000,0000 shares of preferred stock, $0.01 par value (none of which are outstanding), and 200,000,000
                                shares of common stock, $0.01 par value (1,819,437 of which are issued and outstanding (excluding, for the avoidance of doubt, treasury stock)).  The number of Warrant Shares for which this Warrant may be exercised is, as of
                                the Issuance Date, equal to zero and 77/100 percent (0.77%) of the issued and outstanding Common Stock, which
                                number is subject to adjustment in accordance with the terms hereof.

                          


                  

                

                 

              

              
                (b)          The Holder hereby represents and warrants to the Company by acceptance of this Warrant as of Issuance Date
                    (or such other date on which such Holder becomes a Holder hereunder) as follows:

                 

              

              
                
                  
                    	

                          	(1)	
                            The Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act.  The Holder is acquiring this Warrant and the Warrant Shares to be issued upon
                              exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered o
                              exempted under the Securities Act.

                          


                  

                

                

                

              

              
                
                  
                    	

                          	(2)	
                            The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are
                              being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain
                              limited circumstances.  In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

                          


                  

                

                

                

              

              
                
                  
                    	

                          	(3)	
                            The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is
                              capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of
                              the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

                          


                  

                

                

                

              

              
                9.           TERMINATION OF WARRANT. This Warrant shall expire and shall no longer be exercisable upon the
                    earlier of (a) the expiration of the Exercise Period and (b) the exercise in full hereof.

                 

                10.         RESTRICTIVE LEGEND. The Warrant Shares shall be stamped or otherwise imprinted with a legend in
                    substantially the following form:

                 

              

              THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND,
                ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR PURSUANT TO AN
                AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
                EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.    IN ADDITION, EXERCISE OF THE WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THE WARRANT.

               

              

              
                28

                
                  


              

              
                11.         NOTICES.  Any notice or other communication to be given under this
                    Warrant shall be in writing and may either be delivered by hand, made by facsimile transmission, sent by electronic mail transmission, disclosed in all material respects and filed on EDGAR pursuant to the Securities Exchange Act of
                    1934, sent by overnight courier, or sent by registered mail, return receipt requested, postage prepaid, as follows: (a) if to the Holder, at the Holder’s address, facsimile number or electronic mail address set forth on the signature
                    page hereof, or at such other address as the Holder shall have furnished to the Company in writing; and (b) if to the Company, at the Company’s address, facsimile number or electronic mail address set forth on the signature page hereof,
                    or at such other address as the Company shall have furnished to the Holder in writing.

                 

                12.         AMENDMENT AND WAIVER.  The terms of this Warrant may be amended or waived (either generally or in a
                    particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

                 

                13.         GOVERNING LAW; JURISDICTION.  This Warrant and all actions arising out of or in connection with this
                    Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law (whether of the State of New York or any other jurisdiction). EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT
                      OF OR RELATING TO THIS WARRANT SHALL BE LITIGATED IN SUCH COURTS.  EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

                 

                14.        JURY TRIAL WAIVER.  THE COMPANY AND THE HOLDER HEREBY WAIVE A
                    TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.

                 

                15.         ACCEPTANCE.  Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to
                    all of the terms and conditions contained herein.

                 

                16.         RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT.  Unless otherwise provided in this Warrant, the
                    rights and obligations of the Company, of the Holder and of the holder of the Warrant Shares issued upon exercise of this Warrant hereunder shall survive the exercise of this Warrant.

                 

                17.         SUCCESSORS AND ASSIGNS.  The terms and provisions of this Warrant shall inure to the benefit of, and
                    be binding upon, the Company, the Holder and their respective permitted successors and assigns.

                 

                18.         TITLES AND SUBTITLES.  The titles and subtitles used in this Warrant are used for convenience only
                    and are not to be considered in construing or interpreting this Warrant.

                 

                19.         SEVERABILITY.  In the event any one or more of the provisions of this Warrant shall for any reason
                    be held invalid, illegal or unenforceable, the remaining provisions of this Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable
                    provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

                 

                  

              

              
                20.          CERTAIN DEFINITIONS.  For purposes of this Warrant, the following terms
                    shall have the following meanings:

                 

              

              
                (a)           “Business Day” means all days other than Saturdays, Sundays and any other days on which commercial
                    banks in New York City are authorized or required by law to be closed for business.

                 

                (b)           “Common Stock” means the Company’s common stock, par value $0.01 per share, and any other class of
                    securities into which such securities may hereafter be reclassified or changed.

                 

                  

              

              
                29

                
                  


              

              
                (c)           “Required Consents” means the material filings, registrations, notifications, approvals, waivers
                    or expiration or termination of any waiting periods that are necessary or required, as set forth in Section 6(b).

              

              
                

                

              

              
                21.         WARRANT REGISTER.  The Company shall keep and properly maintain at its principal executive offices
                    books for the registration of the Warrant and any transfers thereof.  The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not
                    be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

                 

              

              
                [Signature page follows]

                
                  30

                  
                    


                

                
                  IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be duly executed as of the Issuance Date set forth above.

                  

                  

                  	

                        	
                          TRANS WORLD ENTERTAINMENT CORPORATION

                        
	

                        	

                        
	

                        	
                          By: /s/ Edwin Sapienza

                        
	

                        	
                          Name: Edwin Sapienza

                        
	

                        	
                          Title: Chief Financial Officer

                        
	

                        	

                        
	

                        	
                          Address: 38 Corporate Circle

                        
	

                        	

                        
	

                        	
                          Albany, NY 12203

                        
	

                        	

                        
	

                        	
                          Email: esapienza@twec.com

                        
	

                        	

                        
	

                        	
                          Agreed & Accepted:

                        
	

                        	

                        
	

                        	
                          Kick-Start III, LLC

                          

                        
	

                        	

                        
	

                        	
                          By: /s/ Thomas C. Simpson

                            

                        
	

                        	
                          Name: Thomas C. Simpson

                          

                        
	

                        	
                          Title: Managing Member

                          

                        
	

                        	

                        
	

                        	
                          
                            Address: Kick-Start III, LLC 

                          

                        
	

                        	
                          1925 S. Stevens 

                          

                        
	

                        	
                          
                            Spokane, WA 99203 

                          

                        
	

                        	

                        
	 	Email: tom@nwva.com

                        


                  

                  

                  
                    [Signature Page to Warrant]

                  

                  
                    31

                    
                      


                  

                  
                    EXHIBIT A

                     

                    

                    EXERCISE NOTICE

                     

                    

                    (To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

                     

                    

                  

                  
                    The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant
                      Shares”) of Trans World Entertainment Corporation, a Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant (as defined below). Capitalized terms used herein and not otherwise defined shall have the
                      respective meanings set forth in the Common Stock Purchase Warrant (the “Warrant”), dated as of March 30, 2020, issued by the Company.

                     

                    

                  

                  
                    
                      	1.	
                              Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as (check one):

                            


                    

                  

                  
                     

                    

                  

                  
                    
                      	

                            	☐	
                              a cash exercise with respect to _________________ Warrant Shares; or

                            


                    

                  

                  
                    
                      	

                            	☐	
                              by cashless exercise pursuant to Section 1(b) of the Warrant for _________ Warrant Shares.

                            


                    

                  

                  
                     

                    

                  

                  
                    
                      	2.	
                              Payment of Exercise Price.  If a cash exercise is selected above, the Aggregate Exercise Price in the sum of $___________________ has been wire transferred to the Company in accordance with the terms of the
                                Warrant.

                            


                    

                  

                  
                     

                    

                  

                  
                    
                      	3.	
                              Confirmation.  The undersigned hereby represents and warrants that the Required Consents have been made or obtained, as applicable.

                            


                    

                  

                  

                  

                  
                    
                      	4.	
                              Delivery of Warrant Shares.  The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

                            


                    

                  

                  

                  

                  	
                          Date:

                        	

                        	

                        
	

                        


                  	
                          (Print Name of Registered Holder)

                        


                  

                  

                  	
                          By:

                        	

                        	

                        


                  	
                          Name:

                        	

                        	

                        


                  	
                          Title:

                        	

                        	

                        


                  
                     

                    

                     
                      Exhibit A

                       

                      

                    

                  

                  
                    32

                    
                      


                  

                  
                    EXHIBIT B

                     

                    

                    ASSIGNMENT OF WARRANT

                     

                    

                    (To be signed only upon authorized transfer of the Warrant)

                     

                    

                  

                  
                    For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to                                 


                      . By accepting such transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be bound in all respects by its terms and conditions; and such transferee represents and
                      warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

                     

                    

                  

                  	
                          Holder

                        
	

                        
	
                          Date:

                        	

                        	

                        


                  
                     

                    

                  

                  	

                        	

                        
	
                          (Signature) *

                        	

                        
	

                        	

                        
	

                        	

                        
	
                          (Name)

                        	

                        
	

                        	

                        
	

                        	

                        
	
                          (Address)

                        	

                        
	

                        	

                        
	

                        	

                        
	
                          (Social Security or Tax Identification No.)

                        	

                        


                  
                    

                    

                    * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or
                      enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

                  

                  
                     

                    

                  

                  	
                          Transferee

                        	1

                        


                  	

                        
	
                          Date:

                        	

                        	

                        


                  

                  

                  	

                        	

                        
	
                          (Signature)

                        	

                        
	

                        	

                        
	

                        	

                        
	
                          (Name)

                        	

                        
	

                        	

                        
	

                        	

                        
	
                          (Address)

                        	

                        


                   

                  

                  
                    Exhibit B

                    
                      33

                      
                        


                    

                    
                      
                        
                          
                            Execution Version

                            
                              

                              

                              NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
                                OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                                “SECURITIES ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
                                LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.   IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT.

                               

                              

                            

                            
                              COMMON STOCK PURCHASE WARRANT

                              TRANS WORLD ENTERTAINMENT CORPORATION

                               

                               

                              

                              Warrant Shares: 9,360

                            

                            
                              Date of Issuance: March 30, 2020 (the “Issuance Date”)

                            

                            
                               

                              

                              THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies
                                  that, for value received (in connection with Kick-Start IV, LLC providing a $200,000 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans
                                  World Entertainment Corporation (the “Company”)), Kick-Start IV, LLC
                                  (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 9,360 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.

                              

                              

                              Capitalized terms used in this Warrant shall have the meanings set forth in the body of this Warrant or in Section 20 below. For purposes of this
                                Warrant, the term “Exercise Price” shall mean $0.01 per Warrant Share, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on the earlier of (a) 5:00 p.m. Eastern
                                Standard Time on the five (5)-year anniversary thereof, or if such day is not a Business Day on the next succeeding Business Day, or (b) the occurrence of a Fundamental Transaction.

                              

                              

                            

                            
                              1.           EXERCISE OF WARRANT.

                               

                                

                            

                            
                              (a)          Mechanics of Exercise. Subject to the terms and
                                  conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice on any Business Day, in the form attached
                                  hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder.
                                  Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
                                  hereunder in an amount equal to the applicable number of Warrant Shares purchased.  On or before the fifth (5th) Business Day (the “Warrant Share Delivery Date”) following the date on which the Company receives the
                                  Exercise Notice (which must be received by the Company prior to 5 p.m. Eastern Standard Time to count as received on such date) and payment of an amount equal to the applicable Exercise Price multiplied by the number of
                                  Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”, and together with the Exercise Notice, the “Exercise Deliveries”) in cash or by wire transfer of
                                  immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company may (or may direct its transfer agent to) deliver, to the address specified in the
                                  Exercise Notice, a notice indicating the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise, or otherwise provide confirmation of such entitlement. Upon delivery of the Exercise
                                  Deliveries, but subject to Section 1(c), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
                                  irrespective of the date of delivery of the notice in respect of such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant is greater
                                  than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue a new
                                  Warrant (in accordance with Section 5) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with
                                  respect to which this Warrant is exercised.

                               

                                

                            

                            
                              34

                              
                                


                            

                            
                              (b)          Cashless Exercise. In the event of a Fundamental
                                  Transaction, the Holder shall, and at any time during the Exercise Period the Holder may at its option, elect to receive, pursuant to a cashless exercise in lieu of a cash exercise, Warrant Shares equal to the value of
                                  this Warrant determined in the manner described below (or of any portion thereof being exercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Warrant
                                  Shares computed using the following formula:

                               

                            

                            Y(A – B)

                            X          =                   A

                            Where:

                            

                            

                            X          =              the number of Warrant Shares to be issued to the Holder;

                            Y          =              the total number of Warrant Shares for which the Holder has elected to exercise this Warrant pursuant to Section 1(a);

                            A          =              the fair market value of one Warrant Share at the time of exercise of this Warrant as herein provided; and

                            B          =               the Exercise Price.

                            
                               

                              

                              (c)          Fair Market Value. For purposes of this Section 1, the fair market value of a Warrant Share means, as of any
                                particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been
                                no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common
                                Stock is not listed on a domestic securities exchange, the closing sales price of the Common Stock as quoted on the Financial Industry Regulatory Authority OTC Bulletin Board
                                electronic interdealer quotation system (the “OTC Bulletin Board”), the OTC Markets Group Inc. electronic inter-dealer quotation system (including OTCQX, OTCQB and OTC Pink)
                                (the “Pink OTC Markets”) or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or
                                association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day;
                                in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which "fair market value" is being determined; provided that if the Common Stock is
                                listed on any domestic securities exchange, the term "Business Day" as used in this sentence means Business Days on which such exchange is open for trading.  If at any time the Common Stock is not listed on any domestic
                                securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the "fair market value" of a Warrant Share shall be the fair market value per share as determined
                                jointly by the board of directors of the Company and the Holder; provided, that if the board of directors of the Company and the Holder are unable to agree on the fair market
                                value of a Warrant Share within a reasonable period of time (not to exceed thirty (30) days from the Company's receipt of the Exercise Notice), such fair market value shall be determined by a nationally recognized investment
                                banking, accounting or valuation firm jointly selected by the board of directors of the Company and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm
                                shall be borne pro rata by the Company and the Holder based on the amount by which each party’s calculation of fair market value is different from the fair market value as determined by such valuation firm.  Notwithstanding
                                anything to the contrary herein, this Warrant may not be exercised, and no Warrant Shares shall be issued in respect of hereof, until the fair market value of the Warrant Shares has been finally determined in accordance with
                                this Section 1(c).

                               

                            

                            
                              (d)         Holder’s Exercise Limitations. The Holder shall not have the right to exercise any portion of this Warrant, and the
                                Company shall not effect any exercise of this Warrant, to the extent that (i) after giving effect to the issuance of Warrant Shares as set forth in the applicable Exercise Notice, the Warrant Shares so issued, together with
                                any and all Warrant Shares previously issued pursuant to a partial exercise of this Warrant, would exceed zero and 46/100 percent (0.46%) of the issued and outstanding Common Stock (such amount, the “0.46% Exercise
                                  Limitation”) or (ii) any such exercise would result in an “ownership change” with respect to the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Section 382 Exercise
                                  Limitation”). The determination of whether the 0.46% Exercise Limitation applies, and the extent to which it applies, shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be
                                deemed to be the Holder’s determination of the extent to which this Warrant is exercisable.  Notwithstanding anything to the contrary herein, the Company shall have no obligation to determine whether the 0.46% Exercise
                                Limitation has been exceeded at any particular time and, unless otherwise notified in writing by the Holder prior to the applicable date of determination, the Company shall be permitted to assume that the 0.46% Exercise
                                Limitation has not been exceeded.  The determination of whether the Section 382 Exercise Limitation applies, and the extent to which it applies, shall be made by the Company in its sole discretion.  Upon the written request
                                of the Holder, the Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock then outstanding.

                               

                              

                            

                            
                              35

                              
                                


                            

                            
                              (e)         Anti-Dilution. If, at any time after the date hereof while this Warrant is outstanding, the Company sells or issues,
                                any shares of Common Stock for less than the fair market value of the Common Stock on the date of such sale or issuance (as determined in good faith by the board of directors of the Company), such that the Warrant Shares
                                (taking into account any such Warrant Shares issuable or previously issued) represent less than the 0.46% Exercise Limitation (taking into account such sale or issuance, as applicable, and based on the number of shares of
                                Common Stock actually outstanding), then the number of Warrant Shares purchasable under this Warrant shall (at the time of exercise of this Warrant) be adjusted upwards, subject to the Section 382 Exercise Limitation, to an
                                amount equal to the 0.46% Exercise Limitation, computed at the time of such issuance; provided, however, that such adjustment shall be rounded down to the nearest whole share of Common Stock; provided further
                                that anything herein to the contrary notwithstanding, there shall be no adjustment to the number of Warrant Shares issuable upon exercise of this Warrant with respect to any Excluded Issuance.  For purposes of this Section

                                  1(e), the following terms have the following meanings:

                            

                            
                              

                              

                            

                            
                              “Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.

                               

                              “Excluded Issuances” means any issuance or sale (or deemed issuance or sale) by the Company after the date hereof of: (a) shares of Common Stock
                                issued upon the exercise of this Warrant; (b) shares of Common Stock issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as
                                directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the board of directors of the Company and issued pursuant to any of the Company’s equity
                                incentive plans from time to time (including all such shares of Common Stock and Options outstanding prior to the date hereof); (c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options
                                covered by clause (b) above) issued prior to the date hereof, provided that such securities are not amended after the date hereof to increase the number of shares of Common
                                Stock issuable thereunder or to lower the exercise or conversion price thereof; (d) shares of Common Stock, Options or Convertible Securities issued (i) to persons in connection with a joint venture, strategic alliance or
                                other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of the Company) relating to the operation of the Company's business and not for the primary purpose of
                                raising equity capital, (ii) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible or intangible assets, or (iii) to lenders as equity kickers in connection
                                with debt financings of the Company, in each case where such transactions have been approved by the board of directors of the Company; (e) shares of Common Stock in an offering for cash for the account of the Company that is
                                underwritten on a firm commitment basis and is registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended; or (f) shares of Common Stock, Options or Convertible Securities issued to
                                the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business.

                               

                              “Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

                               

                              

                            

                            
                              36

                              
                                


                            

                            
                              2.           FUNDAMENTAL TRANSACTIONS.  If, at any time while this Warrant is outstanding, (a) the
                                  Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (b) the Company effects any sale of all or
                                  substantially all of its assets in one or a series of related transactions, (c) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed
                                  pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or
                                  (d) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other
                                  than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then immediately prior to the occurrence of such Fundamental Transaction, this Warrant
                                  shall automatically be converted into the right to receive the number of shares of Common Stock of the Company for which this Warrant is exercisable at such time (assuming a cashless exercise and, for the avoidance of
                                  doubt, taking into account the Section 382 Exercise Limitation).

                               

                              3.          FRACTIONAL SHARES. The Company shall not be required to issue fractions of shares upon
                                  exercise of this Warrant or to distribute certificates which evidence fractional shares. In lieu of fractional shares, the Company may make payment to the Holder, at the time of exercise of this Warrant as herein provided,
                                  in an amount in cash equal to such fraction multiplied by the fair market value (as determined in accordance with Section 1(c)) of one Warrant Share at the time of exercise of this Warrant as herein provided.

                               

                              4.          WARRANT HOLDER NOT DEEMED A STOCKHOLDER.  Except as otherwise specifically provided
                                  herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any
                                  liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

                               

                            

                            
                              5.           REISSUANCE.

                               

                            

                            
                              (a)         Lost, Stolen or Mutilated Warrant.  Upon receipt of
                                  evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written
                                  indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company shall execute and
                                  deliver to the Holder, in lieu hereof, a new Warrant of like denomination and tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed.

                               

                                

                            

                            
                              (b)          Issuance of New Warrants.  Whenever the Company is
                                  required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the
                                  same as the Issuance Date.

                            

                            
                               

                              

                            

                            
                              6.           TRANSFER.

                               

                            

                            
                              (a)          Notice of Transfer.  Subject to
                                  compliance with applicable securities laws and the transfer conditions referred to in the legend endorsed hereon or otherwise set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part,
                                  by the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment of Warrant (in the form attached hereto as Exhibit B) and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  By acceptance of this Warrant, the Holder agrees to
                                  give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. As a condition to such
                                  transfer, the prospective transferee or purchaser shall execute an Assignment of Warrant attached hereto as Exhibit B and such other
                                  documents and make such representations, warranties, and agreements as may be reasonably required by the Company solely to comply with the exemptions relied upon by the Company for the transfer or disposition of this
                                  Warrant or the Warrant Shares.  Upon such compliance, surrender, delivery and, if required, such payment pursuant to this Section 6(a), the
                                  Company shall execute and deliver a new Warrant or Warrants in the name of the transferee or transferees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
                                  evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.  For the avoidance of doubt, any transferee and any subsequent transferee shall be subject to the 0.46% Exercise Limitation and the Section 382 Exercise Limitation.

                               

                                

                            

                            
                              37

                              
                                


                            

                            
                              (b)          The Holder, by acceptance of this Warrant, agrees to comply in all respects with the
                                  restrictive legend requirements set forth on the face of this Warrant and further agrees that it shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except
                                  under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”).  Notwithstanding anything to the contrary, this Warrant may not be transferred or exercised
                                  unless (i) the transferor, transferee, exercising Holder or its designated recipient of Common Stock issuable on the exercise of such Warrant and the Company, as applicable, have completed and submitted all filings,
                                  registrations or other notifications to any governmental entity that may be required pursuant to applicable law in connection with such transfer or exercise, (ii) all necessary approvals or waivers, as the case may be, of
                                  any governmental entity that may be required pursuant to applicable law in connection with such transfer or exercise have been obtained, and (iii) any waiting periods required by applicable law for the consummation of such
                                  transfer or exercise have expired or been terminated.

                               

                            

                            
                              7.           COVENANTS OF THE COMPANY.

                               

                            

                            
                              (a)          Covenants as to Shares. The Company shall procure
                                  that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant are, upon issuance, validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and
                                  charges with respect to the issuance thereof. The Company shall, at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide
                                  for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise). If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock are not
                                  sufficient to permit the full exercise of this Warrant, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to
                                  such number as is sufficient for such purposes. During the Exercise Period, the Company shall not at any time increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the
                                  Exercise Price then in effect.

                               

                                

                            

                            
                              (b)         Notices of Record Date. In the event of (i) any
                                  taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution; (ii) the effectiveness of a
                                  registration statement on Form S-1 filed with the Securities and Exchange Commission and/or (iii) the consummation of a Fundamental Transaction, then the Company shall provide to the Holder, at least five (5) Business Days
                                  prior to the date of any such event, a notice pursuant to Section 11, specifying the date on which any such action is expected to be taken or any such event is expected to occur.

                            

                            
                              

                              

                            

                            
                              8.           REPRESENTATIONS AND WARRANTIES.

                              

                              

                            

                            
                              (a)           The Company hereby represents and warrants to the Holders as of the Issuance Date as
                                  follows:

                               

                            

                            
                              
                                
                                  	

                                        	(1)	
                                          The Company has all necessary power, capacity and authority to execute and deliver this Warrant, to perform its obligations hereunder, and to consummate the transactions contemplated
                                            hereby. This Warrant has been duly and validly executed and delivered by the Company and, assuming the due execution and delivery by the Holder, constitutes the legal, valid and binding obligation of the Company,
                                            enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
                                            enforcement of creditors’ rights generally.

                                        


                                

                              

                               

                              
                                
                                  	

                                        	(2)	
                                          All corporate actions on the part of the Company necessary for the issuance of this Warrant have been taken on or prior to the date hereof. The execution and delivery by the Company of
                                            this Warrant do not require any filing with or approval from any governmental authority, except for filings with the United States Securities and Exchange Commission or otherwise required under Federal or state
                                            securities laws and filings made pursuant to the rules and regulations of any stock exchange.

                                        


                                   

                                  

                                

                              

                            

                            
                              38

                              
                                


                            

                            
                              
                                
                                  	

                                        	(3)	
                                          The authorized capital of the Company consists, immediately prior to the Issuance Date, of 5,000,0000 shares of preferred stock, $0.01 par value (none of which are outstanding),
                                              and 200,000,000 shares of common stock, $0.01 par value (1,819,437 of which are issued and outstanding (excluding, for the avoidance of doubt, treasury stock)).  The number of Warrant Shares for which this
                                              Warrant may be exercised is, as of the Issuance Date, equal to zero and 51/100 percent (0.51%) of the issued and outstanding
                                            Common Stock, which number is subject to adjustment in accordance with the terms hereof.

                                        


                                

                              

                               

                            

                            
                              (b)          The Holder hereby represents and warrants to the Company by acceptance of this Warrant as of
                                  Issuance Date (or such other date on which such Holder becomes a Holder hereunder) as follows:

                               

                            

                            
                              
                                
                                  	

                                        	(1)	
                                          The Holder is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the Securities Act.  The Holder is acquiring this Warrant and the Warrant Shares to be
                                            issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant
                                            to sales registered o exempted under the Securities Act.

                                        


                                

                              

                              

                              

                            

                            
                              
                                
                                  	

                                        	(2)	
                                          The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch
                                            as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the
                                            Securities Act only in certain limited circumstances.  In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations
                                            imposed thereby and by the Securities Act.

                                        


                                

                              

                              

                              

                            

                            
                              
                                
                                  	

                                        	(3)	
                                          The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business
                                            matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company
                                            regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

                                        


                                

                              

                              

                              

                            

                            
                              9.           TERMINATION OF WARRANT. This Warrant shall expire and shall no longer be exercisable
                                  upon the earlier of (a) the expiration of the Exercise Period and (b) the exercise in full hereof.

                               

                              10.         RESTRICTIVE LEGEND. The Warrant Shares shall be stamped or otherwise imprinted with a
                                  legend in substantially the following form:

                               

                            

                            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE,
                              AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
                              ACT”) OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
                              OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.    IN ADDITION, EXERCISE OF THE WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THE WARRANT.

                             

                            

                            
                              39

                              
                                


                            

                            
                              11.         NOTICES.  Any notice or other communication to be given under this Warrant shall be in
                                  writing and may either be delivered by hand, made by facsimile transmission, sent by electronic mail transmission, disclosed in all material respects and filed on EDGAR pursuant to the Securities Exchange Act of 1934, sent
                                  by overnight courier, or sent by registered mail, return receipt requested, postage prepaid, as follows: (a) if to the Holder, at the Holder’s address, facsimile number or electronic mail address set forth on the signature
                                  page hereof, or at such other address as the Holder shall have furnished to the Company in writing; and (b) if to the Company, at the Company’s address, facsimile number or electronic mail address set forth on the
                                  signature page hereof, or at such other address as the Company shall have furnished to the Holder in writing.

                               

                              12.         AMENDMENT AND WAIVER.  The terms of this Warrant may be amended or waived (either
                                  generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

                               

                              13.         GOVERNING LAW; JURISDICTION.  This Warrant and all actions arising out of or in
                                  connection with this Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law (whether of the State of New York or any other
                                  jurisdiction). EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, STATE OF NEW YORK AND
                                    IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS WARRANT SHALL BE LITIGATED IN SUCH COURTS.  EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
                                    COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

                               

                              14.        JURY TRIAL WAIVER.  THE COMPANY AND THE HOLDER
                                  HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT.

                               

                              15.         ACCEPTANCE.  Receipt of this Warrant by the Holder shall constitute acceptance of and
                                  agreement to all of the terms and conditions contained herein.

                               

                              16.         RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT.  Unless otherwise provided in this
                                  Warrant, the rights and obligations of the Company, of the Holder and of the holder of the Warrant Shares issued upon exercise of this Warrant hereunder shall survive the exercise of this Warrant.

                               

                              17.         SUCCESSORS AND ASSIGNS.  The terms and provisions of this Warrant shall inure to the
                                  benefit of, and be binding upon, the Company, the Holder and their respective permitted successors and assigns.

                               

                              18.         TITLES AND SUBTITLES.  The titles and subtitles used in this Warrant are used for
                                  convenience only and are not to be considered in construing or interpreting this Warrant.

                               

                              19.         SEVERABILITY.  In the event any one or more of the provisions of this Warrant shall
                                  for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid,
                                  legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

                               

                                

                            

                            
                              20.          CERTAIN DEFINITIONS.  For purposes of this Warrant, the following terms shall have the
                                  following meanings:

                               

                            

                            
                              (a)           “Business Day” means all days other than Saturdays, Sundays and any other days on
                                  which commercial banks in New York City are authorized or required by law to be closed for business.

                               

                              (b)           “Common Stock” means the Company’s common stock, par value $0.01 per share, and any
                                  other class of securities into which such securities may hereafter be reclassified or changed.

                               

                                

                            

                            
                              40

                              
                                


                            

                            
                              (c)           “Required Consents” means the material filings, registrations, notifications,
                                  approvals, waivers or expiration or termination of any waiting periods that are necessary or required, as set forth in Section 6(b).

                            

                            
                              

                              

                            

                            
                              21.         WARRANT REGISTER.  The Company shall keep and properly maintain at its principal
                                  executive offices books for the registration of the Warrant and any transfers thereof.  The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all
                                  purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.

                               

                            

                            
                              [Signature page follows]

                              
                                41

                                
                                  


                              

                              
                                IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be duly executed as of the Issuance Date set forth above.

                                

                                

                                	

                                      	
                                        TRANS WORLD ENTERTAINMENT CORPORATION

                                      
	

                                      	

                                      
	

                                      	
                                        By: /s/ Edwin Sapienza

                                      
	

                                      	
                                        Name: Edwin Sapienza

                                      
	

                                      	
                                        Title: Chief Financial Officer

                                      
	

                                      	

                                      
	

                                      	
                                        Address: 38 Corporate Circle

                                      
	

                                      	

                                      
	

                                      	
                                        Albany, NY 12203

                                      
	

                                      	

                                      
	

                                      	
                                        Email: esapienza@twec.com

                                      
	

                                      	

                                      
	

                                      	
                                        Agreed & Accepted:

                                      
	

                                      	

                                      
	

                                      	
                                        Kick-Start IV, LLC

                                        

                                      
	

                                      	

                                      
	

                                      	
                                        By: /s/ Thomas C. Simpson

                                          

                                      
	

                                      	
                                        Name: Thomas C. Simpson

                                        

                                      
	

                                      	
                                        Title: Managing Member

                                        

                                      
	

                                      	

                                      
	

                                      	
                                        
                                          Address: Kick-Start IV, LLC 

                                        

                                      
	

                                      	
                                        1925 S. Stevens

                                      
	

                                      	
                                        Spokane, WA 99203

                                      
	 	 
	 	Email: tom@nwva.com

                                      


                                

                                

                                
                                  [Signature Page to Warrant]

                                

                                
                                  42

                                  
                                    


                                

                                
                                  EXHIBIT A

                                   

                                  

                                  EXERCISE NOTICE

                                   

                                  

                                  (To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

                                   

                                  

                                

                                
                                  The Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common
                                    Stock (“Warrant Shares”) of Trans World Entertainment Corporation, a Delaware corporation (the “Company”), evidenced by the attached copy of the Warrant (as defined below). Capitalized terms used herein and not otherwise
                                    defined shall have the respective meanings set forth in the Common Stock Purchase Warrant (the “Warrant”), dated as of March 30, 2020, issued by the Company.

                                   

                                  

                                

                                
                                  
                                    	1.	
                                            Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as (check one):

                                          


                                  

                                

                                
                                   

                                  

                                

                                
                                  
                                    	

                                          	☐	
                                            a cash exercise with respect to _________________ Warrant Shares; or

                                          


                                  

                                

                                
                                  
                                    	

                                          	☐	
                                            by cashless exercise pursuant to Section 1(b) of the Warrant for _________ Warrant Shares.

                                          


                                  

                                

                                
                                   

                                  

                                

                                
                                  
                                    	2.	
                                            Payment of Exercise Price.  If a cash exercise is selected above, the Aggregate Exercise Price in the sum of $___________________ has been wire transferred to the Company in accordance with the terms
                                              of the Warrant.

                                          


                                  

                                

                                
                                   

                                  

                                

                                
                                  
                                    	3.	
                                            Confirmation.  The undersigned hereby represents and warrants that the Required Consents have been made or obtained, as applicable.

                                          


                                  

                                

                                

                                

                                
                                  
                                    	4.	
                                            Delivery of Warrant Shares.  The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

                                          


                                  

                                

                                

                                

                                	
                                        Date:

                                      	

                                      	

                                      
	

                                      


                                	
                                        (Print Name of Registered Holder)

                                      


                                

                                

                                	
                                        By:

                                      	

                                      	

                                      


                                	
                                        Name:

                                      	

                                      	

                                      


                                	
                                        Title:

                                      	

                                      	

                                      


                                
                                   

                                  

                                   
                                    Exhibit A

                                     

                                    

                                  

                                

                                
                                  43

                                  
                                    


                                

                                
                                  EXHIBIT B

                                   

                                  

                                  ASSIGNMENT OF WARRANT

                                   

                                  

                                  (To be signed only upon authorized transfer of the Warrant)

                                   

                                  

                                

                                
                                  For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are
                                    hereby assigned to                                  . By accepting such transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be bound in all
                                    respects by its terms and conditions; and such transferee represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

                                   

                                  

                                

                                	
                                        Holder

                                      
	

                                      
	
                                        Date:

                                      	

                                      	

                                      


                                
                                   

                                  

                                

                                	

                                      	

                                      
	
                                        (Signature) *

                                      	

                                      
	

                                      	

                                      
	

                                      	

                                      
	
                                        (Name)

                                      	

                                      
	

                                      	

                                      
	

                                      	

                                      
	
                                        (Address)

                                      	

                                      
	

                                      	

                                      
	

                                      	

                                      
	
                                        (Social Security or Tax Identification No.)

                                      	

                                      


                                
                                  

                                  

                                  * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without
                                    alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

                                

                                
                                   

                                  

                                

                                	
                                        Transferee

                                      	1

                                      


                                	

                                      
	
                                        Date:

                                      	

                                      	

                                      


                                

                                

                                	

                                      	

                                      
	
                                        (Signature)

                                      	

                                      
	

                                      	

                                      
	

                                      	

                                      
	
                                        (Name)

                                      	

                                      
	

                                      	

                                      
	

                                      	

                                      
	
                                        (Address)

                                      	

                                      


                                 

                                

                                
                                  Exhibit B

                                

                              

                               

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

          

        

      

    

  

  44