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 10th, 2009 • Talbots Inc • Retail-women's clothing stores • 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.”
SPONSORS’ AGREEMENTSponsors’ Agreement • December 10th, 2009 • Talbots Inc • Retail-women's clothing stores • 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”).
