AGREEMENT


 


This Agreement (this
“Agreement”) is made effective as of the date set forth below, by and among Trans World Corporation, a Nevada
corporation (“TWC” or the “Company”), Value Partners, Ltd., a Texas limited partnership (“Value
Partners”), Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership (“Wynnefield Partners”),
Wynnefield Small Cap Value Offshore Fund, Ltd., a private investment company organized under the laws of the Cayman Islands (“Wynnefield
Offshore”), and Wynnefield Partners Small Cap Value, L.P. I, a Delaware limited partnership (“Wynnefield Partners
I”) (Wynnefield Partners, Wynnefield Offshore and Wynnefield Partners I together, the “Wynnefield Funds”)
and Lloyd I. Miller Trust A-4, a testamentary trust under Delaware law (“Trust A-4”), Milfam II, L.P., a Georgia
limited partnership (“Milfam II”), LIMFAM LLC, a Delaware limited liability company, and Lloyd I. Miller, IRA,
an individual retirement account for the benefit of Lloyd I. Miller III (Trust A-4, Milfam II, LIMFAM LLC, and Lloyd I. Miller,
IRA together, the “Miller Funds”) (TWC, Value Partners, the Wynnefield Funds and the Miller Funds together,
collectively, the “Parties”).


 


RECITALS


 


WHEREAS, Value
Partners is the beneficial owner of 3,326,679 shares, or 37.8% of the outstanding shares, of common stock, par value $0.001 per
share of the Company (the “Common Stock”);


 


WHEREAS, Value
Partners is managed by Ewing & Partners, and Timothy G. Ewing, a director of the Company, is the managing partner of Ewing
& Partners;


 


WHEREAS, the
Wynnefield Funds are the beneficial owner of 2,349,577 shares, or 26.7% of the outstanding shares, of Common Stock;


 


WHEREAS, Wynnefield
Capital Management, LLC (“WCM”), a New York limited liability company, is the general partner of Wynnefield
Partners and Wynnefield Partners I; Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive
officers of Wynnefield Capital, Inc. (“WCI”), which is the investment manager of Wynnefield Offshore;


 


WHEREAS, the
Miller Funds are the beneficial owner of 2,129,229 shares, or 24.2% of the outstanding shares, of Common Stock;


 


WHEREAS, Lloyd
I. Miller III is the manager of Milfam LLC (“MILFAM”), an Ohio limited liability company, and the manager of
LIMFAM LLC; and MILFAM is the investment advisor of Trust A-4 and the general partner of MILFAM II;


 


WHEREAS, the
Board of Directors of the Company currently consists of seven members;


 


WHEREAS, Lloyd
I. Miller III has provided the Company with written notice, dated March 10, 2014, of his intention to appear at the upcoming 2014
annual meeting of stockholders of the Company (the “Annual Meeting”) and to nominate six members to the Board
of Directors of the Company (the “Miller Nominations”); and


 






    	 



    	 



    

 


WHEREAS, the
Company, Value Partners, the Wynnefield Funds and the Miller Funds have agreed that it is in their mutual interests to enter into
this Agreement;


 


NOW THEREFORE,
in consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Board Membership



 


(a)               
Geoffrey B. Baker and Julio E. Heurtematte, who are currently members of the Board of Directors of the Company, have determined
to retire from the Board and not stand for re-election as directors at the Annual Meeting.


 


(b)              
The Nominating Committee of the Board of Directors of the Company (the “Nominating Committee”), consisting
of Timothy G. Ewing, Patrick J. Bennett and Geoffrey B. Baker, intends to nominate for election as directors for a one-year term
at the Annual Meeting the following current directors of the Company: Rami S. Ramadan, Malcolm M.B. Sterrett, Timothy G. Ewing,
Patrick J. Bennett, Sr. and Michael B. Brodsky.


 


(c)               
In addition to the five nominees set forth in Section 1(b) above, the Wynnefield Funds will submit the nomination of one
additional person for consideration by the Nominating Committee for election as a director for a one-year term at the Annual Meeting,
which nominee will be reasonably acceptable to Value Partners and the Miller Funds (the “Wynnefield Representative”).
The Wynnefield Funds shall provide to the Nominating Committee such information with respect to the Wynnefield Representative as
the Nominating Committee may reasonably request. The Wynnefield Representative shall be authorized and permitted to disclose to
WCI confidential information with respect to matters reviewed, considered or approved by the Board of Directors. WCI agrees to
retain and keep all such information confidential in the same manner and to the same extent as it keeps and protects its own confidential
information. WCI, on behalf of itself and the Wynnefield Funds, further agrees to be bound by the Company’s Insider Trading
Policy, as applicable to members of the Board of Directors.


 


(d)              
In addition to the five nominees set forth in Section 1(b) above, the Miller Funds will submit the nomination of one additional
person for consideration by the Nominating Committee for election as a director for a one-year term at the Annual Meeting, which
nominee will be reasonably acceptable to Value Partners and the Wynnefield Funds (the “Miller Nominee”). The
Miller Funds shall provide to the Nominating Committee such information with respect to the Miller Nominee as the Nominating Committee
may reasonably request. The Miller Nominee shall be authorized and permitted to disclose to Lloyd I. Miller III confidential information
with respect to matters reviewed, considered or approved by the Board of Directors. Lloyd I. Miller III agrees to retain and keep
all such information confidential in the same manner and to the same extent as he keeps and protects his own confidential information.
Lloyd I. Miller III, on behalf of himself and the Miller Funds, further agrees to be bound by the Company’s Insider Trading
Policy, as applicable to members of the Board of Directors.


 






    	2



    	 



    

 


		2.	Nominating Committee



 


The Nominating Committee
shall consider the nominees submitted by the Wynnefield Funds and the Miller Funds pursuant to Sections 1(c) and 1(d) above in
accordance with the Company’s Bylaws, the Company’s Nominating Committee Charter, the Company’s Corporate Governance
Guidelines and the fiduciary duties of the members of the Nominating Committee and, if such nominees are acceptable to the committee,
the Nominating Committee shall include such nominees as part of the Board’s slate of nominees for election of directors in
the proxy materials of the Company for the Annual Meeting. In the event the Nominating Committee does not accept the nominee submitted
by either the Wynnefield Funds or the Miller Funds, then the Party who submitted such nominee shall have the right to submit additional
successive nominees to the Nominating Committee for its consideration, who shall be reasonably acceptable to the other Parties
hereto, until a nominee of the Wynnefield Funds and a nominee of the Miller Funds have been accepted by the Nominating Committee
and the Parties hereto. Each of the Wynnefield Representative and the Miller Nominee shall be deemed to be “independent”
under the rules of the NASDAQ Stock Market.


 


		3.	Miller Nominations



 


In consideration of
and subject to the foregoing, Lloyd I. Miller III agrees to withdraw the Miller Nominations upon the filing of the Company’s
Form 8-K referred to in Section 12 of this Agreement or other public notice with respect to its slate of nominees for the Annual
Meeting selected in accordance with Sections 1 and 2 hereof.


 


		4.	Voting Agreement



 


At the Annual Meeting,
each of Value Partners, the Wynnefield Funds and the Miller Funds agree to appear at the Annual Meeting, in person or by proxy,
and vote all of the shares of Common Stock beneficially owned by such Party in favor of the Company’s nominees for election
as directors.


 


		5.	No Change in Control



 


The Company confirms
that neither this Agreement nor the transactions contemplated herein shall constitute a “change in control”, or words
to similar effect, under any applicable law, any agreement, lease indenture or understanding to which the Company is a party or
any employment, severance, incentive, bonus, benefit or similar plan or program of the Company.


 


		6.	Annual Meeting



 


The Company agrees
to hold the Annual Meeting no later than June 30, 2014, unless a later date is mutually agreed to in writing by Value Partners,
the Wynnefield Funds and the Miller Funds.


 






    	3



    	 



    

 


		7.	Authority



 


Each of the Parties
that is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other
legal entity represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and
in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution,
delivery and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents
of the corporation or other legal entity and do not contravene the terms of any other obligation to which the corporation or other
legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity or individual,
enforceable in accordance with its terms.


 


		8.	Expenses



 


Upon the signing of
this Agreement, the Miller Funds shall be entitled to receive $50,000.00 from the Company in the aggregate with respect to fees
and expenses, and the Wynnefield Funds shall be entitled to receive reimbursement from the Company not to exceed $50,000.00 in
the aggregate in payment of actual invoiced legal fees. All other costs and expenses incurred in connection with this Agreement
shall be paid by the Party incurring such expenses.


 


		9.	Amendment In Writing



 


This Agreement and
each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their
respective clients.


 


		10.	Governing Law



 


This Agreement, and
the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of
New York without regard to conflict of law provisions.


 


		11.	Counterparts



 


This Agreement may
be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed signatures
shall be presumed valid.


 


		12.	Disclosure of This Agreement



 


The parties contemplate
that Value Partners, the Wynnefield Funds and the Miller Funds will each file a Schedule 13D amendment attaching this Agreement
and that the Company will file a Form 8-K attaching this Agreement. Each of the Parties agrees not to make any other public comments
(except as required by applicable regulations of the Securities and Exchange Commission and the NASDAQ Stock Market) regarding
this Agreement other than referring to the Form 8-K filing. Each Party hereby confirms it has entered into this Agreement independently
and disclaims it is acting as a member of a group with any other Party and disclaims any beneficial ownership of or other interest
in any equity securities of the Company owned by any other Party.


 






    	4



    	 



    

 


 


		13.	Entire Agreement



 


This Agreement constitutes
the full, complete and entire understanding, agreement and arrangement of and between the Parties with respect to the subject matter
hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no
other agreements, covenants, promises or arrangements between the Parties with respect to the subject matter hereof other than
those set forth in this Agreement.


 


		14.	Notice



 


All notices and other
communications which are required or permitted hereunder shall be in writing, and sufficient if by same-day hand delivery (including
delivery by courier) or sent by fax, addressed as follows:


 


If to Trans
World Corporation:


 


Rami S. Ramadan


President and
Chief Executive Officer


Trans World
Corporation


545 Fifth Avenue,
Suite 940


New York, New
York 10017


Fax: (212)
983-8129


 


with a copy
(which shall not constitute notice) to:


 


Timothy B.
Matz, Esq.


Silver, Freedman,
Taff & Tiernan LLP


3299 K Street,
N.W., Suite 100


Washington,
DC 20007


Fax: (202)
337-5502


 


If to Value
Partners:


 


Value Partners,
Ltd


5646 Milton
Street, Suite 880


Dallas, Texas
75206


Fax: (214)
522-2176


 


with a copy
(which shall not constitute notice) to:


 


Timothy B.
Matz, Esq.


Silver, Freedman,
Taff & Tiernan LLP


3299 K Street,
N.W., Suite 100


Washington,
DC 20007


Fax: (202)
337-5502


 


 



    	5



    	 



    

 


If to the Wynnefield
Funds:


 


Wynnefield
Capital Management, LLC


Wynnefield
Capital, Inc.


450 Seventh
Avenue, Suite 509


New York, New
York 10123


Fax: (212)
760-0824


 


with a copy
(which shall not constitute notice) to:


 


Jeffery S.
Tullman, Esq.


Kane Kessler,
P.C.


1350 Avenue
of the Americas, 26th Floor


New York, New
York 10019


Fax: (212)
245-3009


 


If to the Miller
Funds:


 


Lloyd I. Miller,
III


222 Lakeview
Avenue, Suite 160-365


West Palm Beach,
Florida 33401


Fax: (619)
923-2908


 


with a copy
(which shall not constitute notice) to:


 


Melinda Brunger,
Esq.


Andrews Kurth
LLP


600 Travis,
Suite 4200


Houston, Texas
77002


Fax: (713)
220-4285


 


		15.	Termination



 


This Agreement shall
cease, terminate and have no further force and effect following the final adjournment of the Annual Meeting, unless earlier terminated
pursuant to the mutual written agreement of the Parties, except that the provisions of Sections 1(c) and (d), and any other Section
which by its terms relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain
in full force and effect.


 


		16.	Further Assurances



 


The Parties agree to
take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate
the transactions contemplated by this Agreement.


 






    	6



    	 



    

 


 


		17.	Successors and Assigns



 


All covenants and agreements
contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.


 


 


 


[Signature page follows]


 


 


 




    	7



    	 



    

IN WITNESS WHEREOF,
the Parties hereto have each executed this Agreement on the date set forth below.


 


Dated: April 21, 2014


 


 


TRANS WORLD CORPORATION


  


 


	By:	/s/ Rami S. Ramadan
	 	Rami S. Ramadan
	 	President and Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


[signature page]




    	 



    	 



    

 


 


VALUE PARTNERS, LTD.


 


	By:	Ewing & Partners, its General Partner


 


  


	By:	/s/ Timothy G. Ewing
	 	Timothy G. Ewing, its Managing Partner


 


 


 


 


 


 


 


 


 


[signature page]




    	 



    	 



    

 


 


WYNNEFIELD PARTNERS SMALL CAP VALUE,
L.P.


 


	By:	Wynnefield Capital Management, LLC, its General Partner


  


 


	By:	/s/ Nelson Obus
	 	Nelson Obus, Co-Managing Member


  


 


WYNNEFIELD PARTNERS SMALL CAP VALUE,
L.P. I


 


	By:	Wynnefield Capital Management, LLC, its General Partner


 


  


	By:	/s/ Nelson Obus
	 	Nelson Obus, Co-Managing Member


 


  


WYNNEFIELD SMALL CAP VALUE OFFSHORE
FUND, LTD.


 


	By:	Wynnefield Capital Inc., its Investment Manager


 


  


	By:	/s/ Nelson Obus
	 	Nelson Obus, President


 


 


 


 


 


 


[signature page]




    	 



    	 



    

 


 


LLOYD I. MILLER TRUST A-4


 


	By:	MILFAM LLC
	Its:	Investment Advisor


 


 


	By:	/s/ Lloyd I. Miller III
	Name:	Lloyd I. Miller III
	Title:	Manager


 


 


MILFAM II L.P.


 


	By:	MILFAM LLC
	Its:	General Partner


 


 


	By:	/s/ Lloyd I. Miller III
	Name:	Lloyd I. Miller III
	Title:	Manager


 


 


LIMFAM LLC


 


 


	By:	/s/ Lloyd I. Miller III
	Name:	Lloyd I. Miller III
	Title:	Manager


 


 


 


LLOYD I. MILLER, IRA


 


 


	By:	/s/ Lloyd I. Miller III
	 	Lloyd I. Miller III


 


 


LLOYD I. MILLER III (for purposes of
Section 1(d))


 


 


/s/ Lloyd I. Miller III_______________________________________________________


 


 


 


[signature page]