0001193125-09-251168 Sample Contracts

SPONSORS’ AGREEMENT

Sponsors’ Agreement • December 11th, 2009 • BPW Acquisition Corp. • Blank checks • New York

• Contract Type
  Sponsors’ Agreement
• Filed
  December 11th, 2009
• Company
  BPW Acquisition Corp.
• Industry
  Blank checks
• 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”).

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

Merger Agreement • December 11th, 2009 • BPW Acquisition Corp. • Blank checks • Delaware

• Contract Type
  Merger Agreement
• Filed
  December 11th, 2009
• Company
  BPW Acquisition Corp.
• Industry
  Blank checks
• 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.”