0000950123-09-069932 Sample Contracts

AGREEMENT AND PLAN OF MERGER By and among THE TALBOTS, INC., TAILOR ACQUISITION, INC. and BPW ACQUISITION CORP. Dated as of December 8, 2009

Agreement and Plan of Merger • December 10th, 2009 • Talbots Inc • Retail-women's clothing stores • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  December 10th, 2009
• Company
  Talbots Inc
• Industry
  Retail-women's clothing stores
• Jurisdiction
  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’ AGREEMENT

Sponsors’ Agreement • December 10th, 2009 • Talbots Inc • Retail-women's clothing stores • New York

• Contract Type
  Sponsors’ Agreement
• Filed
  December 10th, 2009
• Company
  Talbots Inc
• Industry
  Retail-women's clothing stores
• Jurisdiction
  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”).