BPW Acquisition Corp. 35,000,000 Units1 Common Stock Warrants Underwriting AgreementUnderwriting Agreement • March 7th, 2008 • BPW Acquisition Corp. • Blank checks • New York
BPW Acquisition Corp., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as representative (the “Representative”), 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments, if any (the “Option Securities” and together with the Underwritten Securities being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than Citigroup Global Markets Inc., the term Representative as used herein shall mean Citigroup Global Markets Inc., as Underwriter, and the term Underwriters shall mean either the singular or plural as the contex
BPW Acquisition Corp. 37,500,000 Units1 Common Stock Warrants Underwriting AgreementUnderwriting Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
BPW Acquisition Corp., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as representative (the “Representative”), 37,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,625,000 additional Units to cover over-allotments, if any (the “Option Securities” and together with the Underwritten Securities being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than Citigroup Global Markets Inc., the term Representative as used herein shall mean Citigroup Global Markets Inc., as Underwriter, and the term Underwriters shall mean either the singular or plural as the contex
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2008 • BPW Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”), dated as of February 26, 2008, is made and entered into by and among BPW Acquisition Corp., a Delaware corporation (the “Company”), Perella Weinberg Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company (each a “Sponsor” and together the “Sponsors”), the other parties listed under “Holders” on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party, and each of the Sponsors, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT BPW ACQUISITION CORP. and MELLON INVESTOR SERVICES LLC, as Warrant Agent WARRANT AGREEMENT Dated as of February 26, 2008Warrant Agreement • March 7th, 2008 • BPW Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 26, 2008, is by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as warrant agent (the “Warrant Agent”).
Form of Letter Agreement for Sponsors, PWP and BNYH] [Insert Date]Underwriting Agreement • March 7th, 2008 • BPW Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 35,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “SEC”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
TRUST ACCOUNT AGREEMENTTrust Account Agreement • March 7th, 2008 • BPW Acquisition Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of February 26, 2008 by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and MELLON BANK, N.A., a national banking association, as account agent (the “Account Agent”).
FORM OF AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2008 • BPW Acquisition Corp. • Blank checks • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”), dated as of [ ], 2008, is made and entered into by and among Perella Weinberg Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company (the “Sellers”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
Form of Letter Agreement for Directors and Officers] [Insert Date]Underwriting Agreement • February 19th, 2008 • BPW Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 37,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph [7][8] hereof.
FORM OF AMENDED AND RESTATED SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • February 19th, 2008 • BPW Acquisition Corp. • Blank checks
This Amended and Restated Securities Assignment Agreement (this “Assignment”), dated as of _________, 2008, is made and entered into by and among Perella Weinberg Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company (the “Sellers”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 6th, 2010 • BPW Acquisition Corp. • Blank checks • Delaware
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of April 6, 2010 (this “Amendment”), is entered into by and among The Talbots, Inc., a Delaware corporation (the “Company”), Tailor Acquisition, Inc., a Delaware corporation and direct subsidiary of the Company (“Merger Sub”), and BPW Acquisition Corp., a Delaware corporation (“BPW”).
Rule 10b5-1 Stock Purchase PlanRule 10b5-1 Stock Purchase Plan • February 6th, 2008 • BPW Acquisition Corp. • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on January 14, 2008 by and between Citigroup Global Markets Inc. (“Broker”), BPW Acquisition Corp., a Delaware corporation (the “Company”), and BNYH BPW Holdings LLC, a Delaware limited liability company (the “Sponsor” and collectively with the Broker and the Company, the “Parties”).
REPURCHASE, REPAYMENT AND SUPPORT AGREEMENTRepurchase, Repayment and Support Agreement • December 11th, 2009 • BPW Acquisition Corp. • Blank checks • Delaware
This REPURCHASE, REPAYMENT AND SUPPORT AGREEMENT (this “Agreement”), is dated as of December 8, 2009, by and between The Talbots, Inc., a Delaware corporation (the “Company”), BPW Acquisition Corp., a Delaware corporation (“BPW”), Aeon (U.S.A.), Inc., a Delaware corporation (“A (USA)”), and Aeon Co., Ltd., a corporation organized and existing under the laws of Japan (“A”, and, together with A (USA), “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
BPW ACQUISITION CORP. FORM OF AMENDED AND RESTATED SPONSORS’ WARRANTS SUBSCRIPTION AGREEMENTSponsors’ Warrant Subscription Agreement • February 19th, 2008 • BPW Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED SPONSORS’ WARRANTS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of February, 2008, by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and the purchasers listed in Schedule A hereto (each a “Purchaser” and together the “Purchasers”).
BPW ACQUISITION CORP. FORM OF AMENDED AND RESTATED INITIAL UNIT SUBSCRIPTION AGREEMENTInitial Unit Subscription Agreement • February 19th, 2008 • BPW Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of February, 2008, by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and the purchasers listed in Schedule A hereto (each a “Purchaser” and together the “Purchasers”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 18th, 2010 • BPW Acquisition Corp. • Blank checks • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of February 16, 2010 (this “ Amendment “), is entered into by and among The Talbots, Inc., a Delaware corporation (the “Company”), Tailor Acquisition Inc., a Delaware corporation and direct subsidiary of the Company (“Merger Sub”), and BPW Acquisition Corp., a Delaware corporation (“BPW”).
BPW ACQUISITION CORP.Administrative Services Agreement • February 14th, 2008 • BPW Acquisition Corp. • Blank checks
Form of Rule 10b5-1 Stock Purchase PlanRule 10b5-1 Stock Purchase Plan • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ________, 2008 by and between Citigroup Global Markets Inc. (“Broker”), BPW Acquisition Corp., a Delaware corporation (the “Company”), and [Perella Weinberg Partners Acquisition LP, a Delaware limited partnership] [BNYH BPW Holdings LLC, a Delaware limited liability company] (the “Sponsor” and collectively with the Broker and the Company, the “Parties”).
BPW ACQUISITION CORP. SPONSORS’ WARRANTS SUBSCRIPTION AGREEMENTSponsors’ Warrants Subscription Agreement • November 16th, 2007 • BPW Acquisition Corp. • New York
THIS SPONSORS’ WARRANTS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 14th day of November, 2007, by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and the purchasers listed in Schedule A hereto (each a “Purchaser” and together the “Purchasers”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 16th, 2010 • BPW Acquisition Corp. • Blank checks
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G, dated March 16, 2010 (including amendments thereto) with respect to the common stock of BPW Acquisition Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Schedule 13G.
SPONSORS’ AGREEMENTSponsors’ Agreement • December 11th, 2009 • BPW Acquisition Corp. • Blank checks • New York
This Sponsors’ Agreement (this “Agreement”), dated as of December 8, 2009, is made and entered into by and among Perella Weinberg Partners Acquisition LP (“PWPA”), BNYH BPW Holdings LLC (“BNYH”, and together with PWPA, the “Sponsors”), The Talbots, Inc., a Delaware corporation (“Talbots”), and BPW Acquisition Corp., a Delaware corporation (“BPW”).
AGREEMENT AND PLAN OF MERGER By and among THE TALBOTS, INC., TAILOR ACQUISITION, INC. and BPW ACQUISITION CORP. Dated as of December 8, 2009Merger Agreement • December 11th, 2009 • BPW Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of December 8, 2009, and entered into by and among The Talbots, Inc., a Delaware corporation (the “Company”), Tailor Acquisition Inc., a Delaware corporation and direct subsidiary of the Company (“Merger Sub”), and BPW Acquisition Corp., a Delaware corporation (“BPW”). The Company, Merger Sub and BPW are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.”
FORM OF RIGHT OF FIRST REVIEW AGREEMENT FOR BPW ACQUISITION CORP.Right of First Review Agreement • February 14th, 2008 • BPW Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
BPW ACQUISITION CORP. INITIAL UNIT SUBSCRIPTION AGREEMENTInitial Unit Subscription Agreement • November 16th, 2007 • BPW Acquisition Corp. • New York
THIS INITIAL UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 31st day of October 2007, by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and the purchasers listed in Schedule A hereto (each a “Purchaser” and together the “Purchasers”).
Rule 10b5-1 Stock Purchase PlanRule 10b5-1 Stock Purchase Plan • February 6th, 2008 • BPW Acquisition Corp. • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on January 14, 2008 by and between Citigroup Global Markets Inc. (“Broker”), BPW Acquisition Corp., a Delaware corporation (the “Company”), and Perella Weinberg Partners Acquisition LP, a Delaware limited partnership (the “Sponsor” and collectively with the Broker and the Company, the “Parties”).
FORM OF RIGHT OF FIRST REVIEW AGREEMENT FOR BPW ACQUISITION CORP.Right of First Review Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
Form of Letter Agreement for Directors and Officers] [Insert Date]Letter Agreement for Directors and Officers • March 7th, 2008 • BPW Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 35,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph [7][8] hereof.
