defm14a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant þ
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o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

BPW Acquisition Corp.

(Name of Registrant as Specified in Its Charter)

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þ		No fee required.

o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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	(4)		Proposed maximum aggregate value of transaction:



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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:



	(2)		Form, Schedule or Registration Statement No.:



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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

The board of directors of BPW Acquisition Corp., or BPW, and the board of directors of The Talbots, Inc., or Talbots, have each approved a merger agreement which provides for the acquisition of BPW by Talbots. Following completion of the merger, BPW will be wholly owned by Talbots. We must obtain the approval of BPW’s stockholders before we can complete the merger. We are sending this document to BPW stockholders to ask them to vote in favor of the adoption of the merger agreement. Talbots has already obtained the approval of the issuance of its shares of common stock in the merger by its majority stockholder. We are sending this document to the other Talbots stockholders in order to inform them of such approval and of the proposed merger.

If the merger is completed, subject to certain exceptions described in this document, each share of BPW common stock outstanding immediately before the merger will automatically be converted into the right to receive a number of shares of Talbots common stock equal to the quotient obtained by dividing $11.25 by the volume weighted average price of Talbots common stock on the New York Stock Exchange, or NYSE, for the 15 consecutive trading days immediately preceding the fifth trading day prior to the date of the special meeting of BPW stockholders (which we refer to in this document as the average Talbots closing price), subject to a maximum of 1.3235 shares of Talbots common stock and a minimum of 0.9000 shares of Talbots common stock for each share of BPW common stock. The following table shows the closing sale prices of Talbots common stock, which trades under the symbol “TLB”, and BPW common stock, which trades under the symbol “BPW”, as reported on the NYSE and the NYSE Amex, respectively, on December 8, 2009, the date of the public announcement of the merger, and on January 25, 2010, the last practicable trading day before the distribution of this document. This table also shows the implied value of the merger consideration proposed for each share of BPW common stock as of each of those dates.


					Implied Value of
	Talbots Common		BPW Common		Merger
	Stock		Stock		Consideration

At December 8, 2009	$	8.23	$	10.32	$	10.89
At January 25, 2010	$	11.05	$	10.69	$	11.25

The implied value of the Talbots shares received by BPW stockholders will fluctuate with the market price of Talbots common stock. You should obtain current price quotations for the common stock of Talbots and BPW.

The special meeting of BPW stockholders will be held on February 24, 2010 at 10:00 a.m., local time, at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019. At the special meeting of BPW stockholders, BPW stockholders will be asked to vote on the adoption of the merger agreement, a proposal to amend BPW’s certificate of incorporation to extend BPW’s corporate existence by two months, a proposal to amend, conditional upon the completion of the merger, BPW’s certificate of incorporation to provide for BPW’s perpetual existence, and certain other matters. The BPW board of directors unanimously recommends that BPW stockholders vote “FOR” the merger proposal, “FOR” the certificate amendment proposals, and “FOR” the other related proposals.

This document is a prospectus related to the issuance of shares of Talbots common stock in the merger, a proxy statement for BPW to use in soliciting proxies for its special meeting of stockholders, and an information statement for those Talbots stockholders who were not party to the approval of the Talbots share issuance in the merger that has already been obtained. It is an important document containing answers to frequently asked questions and a summary description of the merger (beginning on page 61), followed by more detailed information about Talbots, BPW, the proposed merger and the merger agreement. We urge you to read this document carefully and in its entirety. In particular, you should consider the matters discussed under “Risk Factors” beginning on page 30 of this document.

We look forward to the successful combination of Talbots and BPW.


Trudy F. Sullivan President and Chief Executive Officer The Talbots, Inc.		Gary S. Barancik Chief Executive Officer BPW Acquisition Corp.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this document or determined that this document is accurate or complete. Any representation to the contrary is a criminal offense.

This document is dated January 26, 2010 and is first being mailed to stockholders of Talbots and BPW on or about January 26, 2010.

The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043

NOTICE OF APPROVAL GIVEN AND ACTION TO BE TAKEN

To the Stockholders of The Talbots, Inc.:

WE ARE NOT ASKING YOU FOR YOUR PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE TALBOTS, INC.’S OUTSTANDING SHARES OF COMMON STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.

This information statement is being furnished in connection with the Agreement and Plan of Merger, dated as of December 8, 2009, by and among The Talbots, Inc., which we refer to as Talbots, Tailor Acquisition, Inc., which we refer to as Merger Sub, and BPW Acquisition Corp., which we refer to as BPW, as such agreement may be amended from time to time. If BPW stockholders approve and adopt the merger agreement and the merger is subsequently completed, BPW will merge into Merger Sub, and each share of BPW common stock, subject to certain exceptions regarding conversion rights and other matters that are described in this document, will be converted into the right to receive a number of shares of common stock of Talbots, par value $0.01 per share, equal to the quotient obtained by dividing $11.25 by the average Talbots closing price, subject to a maximum of 1.3235 shares of Talbots common stock and a minimum of 0.9000 shares of Talbots common stock for each share of BPW common stock. We currently anticipate that between approximately 27.3 million and 56.3 million shares of Talbots common stock will be issued in the merger.

Approval of the issuance of Talbots common stock in the merger by the holders of a majority of the outstanding shares of Talbots common stock is required by the rules of the New York Stock Exchange. However, on December 8, 2009, AEON (U.S.A.), Inc., which on that date owned a majority of the outstanding shares of Talbots common stock, executed a written consent approving such issuance. Therefore, no further action on the part of Talbots stockholders is required in connection with the merger. However, pursuant to the requirements of Section 14(c) of the Securities Exchange Act of 1934 and Section 228(d) of the General Corporation Law of the State of Delaware, Talbots is required to send to its stockholders a written information statement, which is satisfied by delivery of this document, at least 20 calendar days prior to the date upon which the issuance of shares in connection with the merger can occur. This document is being mailed on or about January 26, 2010.

By Order of the Board of Directors,

Richard T. O’Connell, Jr.

Secretary

January 26, 2010

BPW Acquisition Corp.
750 Washington Boulevard
Stamford, Connecticut 06901

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of BPW Acquisition Corp.:

Notice is hereby given that a Special Meeting of Stockholders of BPW Acquisition Corp. will be held on February 24, 2010 at 10:00 a.m., local time, at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019, to consider and vote upon the following matters:


	•	a proposal to approve an amendment to BPW’s Amended and Restated Certificate of Incorporation, which we refer to as the BPW certificate of incorporation, to extend BPW’s corporate existence by two months, to twenty-six months in total from the date of its initial public offering. We refer to this proposal as the “pre-closing certificate amendment proposal”;

	•	a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2009, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., as such agreement may be amended from time to time, and the transactions that it contemplates. We refer to this proposal as the “merger proposal”;

	•	a proposal to approve the amendment and restatement, effective upon the completion of the merger, of BPW’s certificate of incorporation to provide for the perpetual existence of BPW and to eliminate provisions of the BPW certificate of incorporation that related to BPW’s operation as a blank check company, as reflected in the amended and restated certificate of incorporation attached to this document as Appendix C. We refer to this proposal as the “post-closing certificate amendment proposal”; and

	•	a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposals. We refer to this proposal as the “adjournment proposal.”

Approval of the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal require the affirmative vote of a majority of the outstanding shares of BPW common stock. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock, provided that a majority of shares of BPW common stock issued in BPW’s initial public offering and present and entitled to vote at the special meeting are voted in favor of the merger proposal. In addition, BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of 35% or more of the outstanding shares of BPW common stock issued in BPW’s initial public offering vote, on a cumulative basis, against either the pre-closing certificate amendment proposal or the merger proposal, or both, and properly exercise their rights to convert their shares of BPW common stock to cash.

The sponsors of BPW, Perella Weinberg Partners Acquisition LP, or PWPA, and BNYH BPW Holdings LLC, or BNYH, have entered into an agreement with BPW and Talbots, which we refer to as the BPW sponsors’ agreement, under which PWPA, on behalf of itself and BNYH, has agreed to, among other things, surrender an aggregate of 1,776,498 shares of BPW common stock at or prior to completion of the merger for no consideration, to vote all of its shares of BPW common stock at the special meeting in the manner described in this document, and to exchange, at the completion of the merger, warrants to purchase shares of BPW common stock for shares of Talbots common stock, at an exchange ratio in which each warrant to purchase shares of BPW common stock would receive one tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger. Except for the 1,776,498 shares of BPW common stock held by the sponsors that will be surrendered for no consideration, all shares of BPW common stock held by the sponsors will be exchanged for shares of Talbots common stock based on the floating exchange ratio in the merger. The independent directors on BPW’s board of directors (referred to as the non-sponsor founders), have entered into an agreement with BPW and Talbots, pursuant to which the non-sponsor founders have agreed to surrender 76,443 shares of BPW common stock at or prior to completion of the merger for no consideration, and to exchange, at the completion of the merger,

warrants to purchase shares of BPW common stock for shares of Talbots common stock on the same terms as the sponsors, discussed above.

Following the special meeting of BPW stockholders and assuming receipt of the requisite approvals of the BPW stockholders of the merger proposal, as contemplated by the merger agreement Talbots intends to commence an exchange offer for warrants to acquire shares of BPW common stock, which we refer to as the warrant exchange offer. The completion of the merger is conditioned upon the completion of the warrant exchange offer. The terms of the warrant exchange offer are described in this document, including in the section entitled “The Warrant Exchange Offer.”

Whether or not you plan to attend the special meeting, please vote by the method described below to ensure that your shares are represented and voted in accordance with your wishes. Please vote as soon as possible by submitting your proxy card by mail. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid additional solicitation costs. Any holder of BPW common stock who is present and entitled to vote at the BPW special meeting may vote in person instead of by proxy, thereby cancelling any previously submitted proxy. In any event, a proxy may be revoked in writing at any time before the BPW special meeting in the manner described in the accompanying document.

The BPW board of directors unanimously recommends that the BPW stockholders vote “FOR” each of the pre-closing certificate amendment proposal, the merger proposal, the post-closing certificate amendment proposal and the adjournment proposal.

By Order of the Board of Directors,

Richard J. Jensen

Senior Vice President and Secretary

January 26, 2010

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.

ADDITIONAL INFORMATION

This document incorporates important business and financial information about Talbots and BPW from documents that each company has filed with the Securities and Exchange Commission but that have not been included in or delivered with this document. You may read and copy documents incorporated by reference in this document, other than certain exhibits to those documents, at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain such documents free of charge through the Securities and Exchange Commission’s website (www.sec.gov) or by requesting them in writing or by telephone from the appropriate company at the following addresses:


The Talbots, Inc.		BPW Acquisition Corp.
One Talbots Drive Hingham, Massachusetts 02043 (781) 749-7600 Attn.: Investor Relations		750 Washington Boulevard Stamford, Connecticut 06901 (203) 653-5800 Attn.: Investor Relations

If you would like to request any documents, please do so by February 17, 2010 in order to receive them before the BPW special meeting.

You should rely only on information contained in or incorporated by reference into this document. No one has been authorized to provide you with information that is different from the information contained in, or incorporated by reference into, this document. This document is dated January 26, 2010. You should not assume that the information contained in, or incorporated by reference into, this document is accurate as of any date other than that date. Neither our mailing of this document to Talbots stockholders or BPW stockholders, nor the issuance by Talbots of common stock in connection with the merger, will create any implication to the contrary. For a listing of documents incorporated by reference into this document, please see “Where You Can Find More Information” beginning on page 104.

Information on the websites of Talbots or BPW, or any subsidiary of Talbots or BPW, is not part of this document. You should not rely on that information in deciding how to vote.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this document regarding Talbots has been provided by Talbots and information contained in this document regarding BPW has been provided by BPW.

APPENDICES

APPENDIX A

Agreement and Plan of Merger, dated as of December 8, 2009, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp.

APPENDIX B

Proposed Amendment to the Amended and Restated Certificate of Incorporation of BPW Acquisition Corp., providing for an extension of the corporation’s existence

APPENDIX C

Proposed Amendment and Restatement of the Amended and Restated Certificate of Incorporation of BPW Acquisition Corp., providing for the perpetual existence of BPW and eliminating provisions related to operation as a blank check company

APPENDIX D

Repurchase, Repayment and Support Agreement, dated as of December 8, 2009, by and among The Talbots, Inc., BPW Acquisition Corp., AEON (U.S.A.), Inc. and AEON Co., Ltd.

APPENDIX E

Opinion of Financo Securities, LLC

APPENDIX F

Sponsors’ Agreement, dated as of December 8, 2009, by and among Perella Weinberg Partners Acquisition LP, BNYH BPW Holdings LLC, The Talbots, Inc. and BPW Acquisition Corp.

APPENDIX G

Letter Agreement, dated as of December 8, 2009, by and among BPW Acquisition Corp., The Talbots, Inc., Tailor Acquisition Inc., Roger W. Einiger, J. Richard Fredericks and Wolfgang Schoellkopf

APPENDIX H

Written Consent of AEON (U.S.A.), Inc., dated December 8, 2009

APPENDIX I

Warrant Exchange Term Sheet

iii

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the special meeting of BPW stockholders and the merger. Talbots and BPW urge you to read the remainder of this document carefully. Additional important information is also contained in the appendices to, and the documents incorporated by reference into, this document.

General Questions and Answers


Q:		What will happen in the merger?

A:		Talbots and BPW have agreed to enter into a merger transaction pursuant to which a subsidiary of Talbots will merge with and into BPW, with BPW stockholders receiving Talbots common stock in exchange for their shares of BPW common stock. A copy of the merger agreement is attached to this document as Appendix A. Based on the number of shares of BPW common stock outstanding as of January 21, 2010, and based on the price of Talbots common stock as of January 25, 2010, Talbots expects to issue in the merger approximately 30.9 to 43.3 million shares of Talbots common stock in connection with the merger. Based on the number of shares of BPW common stock and the number of shares of Talbots common stock outstanding on the record date, immediately after completion of the merger, former BPW stockholders will own approximately 55.2% to 63.3% of the then-outstanding shares of Talbots common stock.

Q:		When do you expect to complete the merger?

A:		We expect to complete the merger as soon as possible once all the conditions to the merger, including obtaining the approval of BPW stockholders, are fulfilled. While we cannot predict the exact timing, we currently expect to complete the merger by the end of the first quarter of 2010.

Q:		Where can I find more information about Talbots and BPW?

A:		You can find more information about Talbots and BPW from reading this document and the various sources described in this document under the section entitled “Where You Can Find More Information.”

Questions and Answers for Talbots Stockholders


Q:		Why are you not asking for Talbots stockholders’ vote?

A:		Talbots stockholders are not voting on any matter because Talbots’ majority stockholder, AEON, has already approved the issuance of Talbots common stock in the merger.

Q:		Are there risks associated with the merger that I should be aware of?

A:		Yes. You should consider the risk factors set out in the section entitled “Risk Factors” beginning on page 30 of this document.

Q:		Do I have dissenter’s rights or appraisal rights?

A:		Holders of shares of Talbots common stock are not entitled to any dissenter’s rights or appraisal rights under the General Corporation Law of the State of Delaware, or the DGCL, in connection with the merger.

Q:		Who can help answer my questions?

A:		If you have any questions about the merger or if you need additional copies of this document, you should contact:

		Talbots Investor Relations One Talbots Drive Hingham, Massachusetts 02043 Telephone: (781) 741-4500 or email investor.relations@talbots.com

Questions and Answers for BPW Stockholders


Q:		What am I voting on?

A:		Talbots is proposing to acquire BPW. BPW stockholders are being asked to vote to approve and adopt the merger agreement. In the merger, Merger Sub will merge into BPW. BPW would be the surviving entity in the merger and would become a wholly owned subsidiary of Talbots.


		BPW is also seeking your approval of a proposal to amend the BPW certificate of incorporation prior to the completion of the merger to extend the time period of BPW’s corporate existence for two months, and to amend and restate the BPW certificate of incorporation immediately after and conditional upon the completion of the merger, to provide for BPW’s perpetual existence and to eliminate certain provisions relating to BPW’s operation as a blank check company, as reflected in the amended and restated certificate of incorporation attached to this document as Appendix C. BPW is also seeking your approval of a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of approval of these proposals.

		Talbots stockholders are not voting on any matter, because Talbots’ majority stockholder, AEON, has already approved the issuance of Talbots common stock in the merger.

Q:		What will I receive in exchange for my BPW shares?

A:		Upon completion of the merger, you will receive a number of shares of Talbots common stock equal to the quotient (rounded to the nearest ten-thousandth) obtained by dividing $11.25 by the average Talbots closing price, subject to a maximum of 1.3235 shares of Talbots common stock and a minimum of 0.9000 shares of Talbots common stock, for each share of BPW common stock that you own, unless you exercise conversion rights as explained below. Holders of shares of BPW common stock will receive a cash payment instead of fractional shares.

Q:		Are there risks associated with the merger that I should be aware of?

A:		Yes. You should consider the risk factors set out in the section entitled “Risk Factors” beginning on page 30 of this document.

Q:		When and where will the BPW special meeting be held?

A:		The BPW special meeting will be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019 on February 24, 2010 at 10:00 a.m., local time.

Q:		What vote is required to approve the proposals presented at the special meeting of BPW stockholders?

A:		Approval of the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal require the affirmative vote of a majority of the outstanding shares of BPW common stock.

		Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock, provided that a majority of shares of BPW common stock issued in BPW’s initial public offering and present and entitled to vote at the special meeting are voted in favor of the merger proposal. In addition, BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of 35% or more of the outstanding shares of BPW common stock issued in BPW’s initial public offering vote, on a cumulative basis, against either the pre-closing certificate amendment proposal or the merger proposal, or both, and properly exercise their rights to convert their shares of BPW common stock to cash.

		Approval of the adjournment proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock that are represented at the special meeting and entitled to vote thereon.

Q:		What percentage of BPW common stock is owned by BPW directors, executive officers and their affiliates?

A:		As of the record date for the BPW special meeting, directors and executive officers of BPW and their affiliates (including BPW’s sponsors, PWPA and BNYH) have the right to vote 6,176,471 shares of BPW common stock, or approximately 15% of the outstanding BPW common stock entitled to vote at the BPW special meeting.

Q:		How does the BPW board of directors recommend that I vote?

A:		The BPW board of directors unanimously recommends that the BPW stockholders vote “FOR” each of the pre-closing certificate amendment proposal, the merger proposal, the post-closing certificate amendment proposal and the adjournment proposal.

Q:		How do I vote if I am a stockholder of record of BPW?

A:		If you are a stockholder of record of BPW as of the record date for the BPW special meeting, you may vote in person by attending the BPW special meeting or, to ensure your shares are represented at the meeting, you may vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided.


		If you hold BPW shares in the name of a bank or broker, please see the discussion below.

Q:		If my shares are held in street name by my broker, will my broker vote my shares for me?

A:		If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank or broker. Please note that you may not vote shares held in street name by returning the proxy card directly to BPW or by voting in person at the BPW special meeting unless you provide a “legal proxy,” which you must obtain from your bank or broker. Further, brokers who hold shares of BPW common stock on behalf of their customers may not give a proxy to BPW to vote those shares on the proposals unless they have received voting instructions from their customers.

Q:		What will happen if I fail to vote or abstain from voting?

A:		The failure to vote or abstention from voting of a BPW stockholder with respect to any proposal other than the adjournment proposal will have the same effect as a vote against that proposal. However, you must also take additional steps if you wish to exercise your conversion rights, as described below.

Q:		What will happen if I return my proxy card without indicating how to vote?

A:		If you return your signed proxy card without indicating how to vote on any particular proposal, the BPW common stock represented by your proxy will be voted on that proposal consistent with the recommendation of BPW’s board of directors.

Q:		Can I change my vote after I have returned a proxy or voting instruction card?

A:		Yes. You can change your vote at any time before your shares are voted at the BPW special meeting. You can do this in one of three ways:

		• you can send a signed notice of revocation,

		• you can grant a new, valid proxy by proxy card with a later date, or

		• if you are a stockholder of record, you can attend the BPW special meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

		If you choose either of the first two methods, you must submit your notice of revocation or your new signed proxy to the Secretary of BPW to be received no later than the beginning of the BPW special meeting. If your shares are held in street name by your bank or broker, you should contact your broker to change your vote.

Q:		Do I have dissenter’s rights or appraisal rights?

A:		Holders of shares of BPW common stock will not be entitled to any appraisal rights under the DGCL in connection with the merger.

Q:		Why is BPW proposing the pre-closing amendment to the BPW certificate of incorporation?

A:		BPW’s certificate of incorporation provides that BPW’s corporate existence will terminate on February 26, 2010. If the pre-closing certificate amendment proposal is not approved, BPW’s corporate existence may cease before BPW and Talbots have had sufficient time to satisfy the conditions to the completion of the merger, in which case the merger would not be completed. BPW is proposing the pre-closing certificate amendment to reduce the likelihood that BPW’s corporate existence will terminate prior to the completion of the merger and the transactions contemplated by the merger agreement.

Q:		Why is BPW proposing the post-closing amendment to the BPW certificate of incorporation?

A:		BPW’s certificate of incorporation requires BPW, in connection with the merger proposal, to submit to its stockholders a proposal to amend its certificate of incorporation to provide for BPW’s perpetual existence. Approval of the post-closing certificate amendment proposal would result in the amendment and restatement of BPW’s certificate of incorporation to provide for BPW’s perpetual existence. Approval of the post-closing certificate amendment proposal would also result in the elimination of provisions in BPW’s certificate of incorporation relating to its operation as a blank check company, as reflected in the amended and restated certificate of incorporation attached to this document as Appendix C.


Q:		How do I exercise my conversion rights?

A:		If you are a holder of shares of BPW common stock issued in its initial public offering, you have the right to vote against either the pre-closing certificate amendment proposal or the merger proposal or both and to receive a cash payment for your BPW shares if the proposal against which you voted is approved by BPW stockholders (and the merger is completed, if you voted against the merger proposal) and you otherwise properly exercise your conversion rights.

		To exercise your conversion rights, you must:

		• demand that BPW convert your shares into cash by marking the appropriate space on the proxy card and submitting it no later than 5:00 p.m., New York City time, on February 23, 2010,

		• deliver your stock certificates, or deliver your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, to Mellon Investor Services LLC no later than 5:00 p.m., New York City time, on February 23, 2010,

		• vote against the pre-closing certificate amendment proposal or the merger proposal or both,

		• continue to hold your shares of BPW common stock through the date of the BPW special meeting (or the completion of the merger, if you voted against the merger proposal), and

		• provide, or have your bank or broker provide, Mellon Investor Services LLC with the necessary stock powers, written instructions that you want to convert your shares, and a written certificate addressed to Mellon Investor Services LLC stating that you were the owner of such shares as of the record date, you have owned such shares since the record date and you will continue to own such shares through the date of the BPW special meeting (or the completion of the merger, if you voted against the merger proposal), no later than 5:00 p.m., New York City Time, on February 23, 2010.

		If you do not follow these instructions, your shares will not be converted. In addition, even if you follow these instructions, your shares will not be converted unless you voted against one of the proposals described above and BPW stockholders approved that proposal (and the merger is completed, if you voted against the merger proposal). Any demand for conversion, once made, may be withdrawn at any time until 5:00 p.m., New York City time, on February 23, 2010 by submitting a new proxy card that does not include a marking in the appropriate space thereon.

		If you properly exercise your conversion rights in connection with the pre-closing certificate amendment proposal only, your shares will be converted into an amount of cash equal to your pro rata share of the cash then in BPW’s trust account, subject to certain adjustments as described in this document. BPW will pay you this cash promptly following approval of the pre-closing certificate amendment proposal. If you properly exercise your conversion rights in connection with the merger proposal only, or both the merger proposal and the pre-closing certificate amendment proposal, your shares will be converted into an amount of cash equal to your pro rata share of the cash then in BPW’s trust account, subject to certain adjustments as described in this document. BPW will pay you this cash promptly following completion of the merger.

Q:		What happens if I exercise my conversion rights in connection with a particular proposal but that proposal is not approved at the BPW special meeting?

A:		If you exercise your conversion rights solely in connection with the pre-closing certificate amendment proposal and that proposal is not approved at the BPW special meeting, then your shares will not be converted.

		If you exercise your conversion rights solely in connection with the merger proposal and that proposal is not approved at the BPW special meeting, then your shares will not be converted.

		If you exercise your conversion rights with respect to both the pre-closing certificate amendment proposal and the merger proposal, then your shares will be converted unless neither proposal is approved at the BPW special meeting. If both proposals are approved, then your shares will be converted according to the procedures that apply to conversion in connection with the pre-closing certificate amendment proposal.

Q:		Will the exercise of conversion rights have any impact on whether or not the merger is completed?

A:		BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of 35% or more of the outstanding shares of BPW common stock issued in BPW’s initial public offering vote, on a cumulative basis,


		against either the pre-closing certificate amendment proposal or the merger proposal, or both, and properly exercise their rights to convert their shares of BPW common stock to cash. Additionally, under the terms of the merger agreement, the merger will not be completed if more than 35% of the outstanding shares of BPW common stock issued in BPW’s initial public offering exercise their conversion rights.

Q:		Is the merger expected to be treated as a taxable transaction for United States federal income tax purposes?

A:		If you are a BPW stockholder, the merger is generally expected to be treated as a taxable transaction to you, and you are generally expected to recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between (i) the sum of the fair market value of the Talbots common stock received in the merger plus the amount of any cash received instead of fractional shares of Talbots common stock and (ii) your adjusted tax basis in the shares of BPW common stock exchanged in the merger.

		The United States federal income tax consequences described above may not apply to all holders of BPW common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you, including the applicability and effect of state, local, and non-United States tax laws. BPW stockholders are also urged to read the discussion in the section titled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 87 of this document.

Q:		What arrangements have been entered into with the sponsors of BPW in connection with the proposed merger?

A:		PWPA and BNYH are the sponsors of BPW and collectively hold 5,921,660 shares of BPW common stock, all of which were acquired prior to BPW’s initial public offering, and warrants to acquire 14,372,089 shares of BPW common stock as of the record date for the BPW special meeting of stockholders. In connection with the entry into the merger agreement, PWPA and BNYH entered into an agreement, which we call the BNYH agreement, pursuant to which PWPA will acquire BNYH upon the completion of the merger. PWPA and BNYH have also entered into the BPW sponsors’ agreement with BPW and Talbots under which PWPA, on behalf of itself and BNYH, has agreed to, among other things:

		• surrender 1,776,498 shares of BPW common stock at the same time as the completion of the merger for no consideration,

		• in connection with the merger proposal and the pre-closing certificate amendment proposal, vote all of the shares of BPW common stock that it acquired prior to BPW’s initial public offering, which we refer to as founders’ shares, in accordance with the majority of votes cast by the public stockholders of BPW, and to vote any other shares of BPW common stock in favor of such proposals,

		• exchange, at the completion of the merger, warrants to purchase shares of BPW common stock for shares of Talbots common stock, at an exchange ratio of one warrant to purchase shares of BPW common stock for one-tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger, and

		• subject to exceptions described below, restrict the transfer of all shares of Talbots common stock held by it for 180 days after completion of the merger.

		Except for the 1,776,498 shares of BPW common stock held by the sponsors that will be surrendered for no consideration, all shares of BPW common stock held by the sponsors will be exchanged for shares of Talbots common stock based on the floating exchange ratio in the merger.

		In connection with BPW’s initial public offering, BPW entered into letter agreements with each of PWPA and BNYH upon the completion of BPW’s initial public offering pursuant to which they agreed that none of PWPA, BNYH, nor any of their respective affiliates would be entitled to receive any fees or other compensation of any kind in connection with BPW’s initial business combination (other than reimbursement of out-of-pocket expenses). Perella Weinberg Partners LP, or Perella Weinberg, an affiliate of PWPA, was engaged by Talbots in February 2009 to advise on refinancing Talbots’ existing indebtedness and on related strategic alternatives in general. For services rendered with respect to strategic alternatives between February 2009 and September 2009 Talbots paid Perella Weinberg compensation of $2,500,000. In September 2009, following AEON’s notice to


		Talbots that AEON desired to divest its debt and equity interests in Talbots assuming AEON could identify and structure an appropriate transaction, Perella Weinberg was separately engaged by the Talbots audit committee to assist in exploring strategic alternatives for Talbots. The total compensation payable by Talbots to Perella Weinberg as a result of the BPW transaction, including the related financing transaction with General Electric Capital Corporation, or GE Capital, is approximately $9,000,000 for services with respect to strategic alternatives. Such compensation is contingent upon the closing of the applicable transactions or any similar transactions engaged in by Talbots. The fee arrangements between Talbots and Perella Weinberg apply equally to any similar transactions engaged in by Talbots whether or not involving BPW. BPW is not a party to these engagements and will not pay any fees to Perella Weinberg in connection with the merger or the related transactions. BPW and BNYH have acknowledged Talbots’ engagement of Perella Weinberg and consented to the payment of such fees in the BPW sponsors’ agreement.

		For further information, please see the section of this document entitled “The Merger Proposal — Interests of Certain BPW Directors and Officers in the Merger.”

Q:		What arrangements have been entered into with Talbots management in connection with the proposed merger?

A:		Following entry into the merger agreement, Talbots management and BPW began discussions concerning possible 2009 annual incentive and retention arrangements for management. Based on these discussions and the agreement of BPW, Talbots management intends to propose a 2009 annual incentive and retention program for certain key employees, including executive officers. The proposed 2009 annual incentive and retention arrangements are subject to review and approval by the applicable Talbots board committee. A portion of the 2009 annual incentive awards for these key employees is proposed to be made contingent on the completion of the merger, and a separate portion of the 2009 annual incentive program would be based on achieving certain 2009 operating financial results (and not contingent on the closing of the merger). In addition, the key employees would receive a special grant of restricted stock units. The aggregate anticipated 2009 annual bonus and retention payments to Talbots executive officers that would be proposed to be made contingent on the completion of the merger is $5,000,000, one-third of which would be expected to be awarded in cash and two-thirds of which would be awarded in the form of a grant of special restricted stock units. Approximately $4,000,000 of such payments are currently proposed to be made to Talbots named executive officers, with the specific allocations yet to be determined.

		For further information, please see the section of this document entitled “The Merger Proposal — Interests of Certain Talbots Directors and Officers in the Merger.”

Q:		Who can help answer my questions?

A:		If you have any questions about the merger or if you need additional copies of this document, you should contact:

		Morrow & Co., LLC 470 West Avenue Stamford, CT 06902 Telephone: (800) 662 -5200 or (203) 658-9400

SUMMARY

The following is a summary which highlights selected information contained in this document. It may not contain all of the information that is important to you. We urge you to carefully read this entire document and the other documents to which we refer in order to fully understand the merger and related transactions, including “Where You Can Find More Information” on page 104 and “Risk Factors” on page 30.

The Merger Agreement (See page 62)

A copy of the merger agreement is attached as Appendix A to this document. Talbots and BPW encourage you to read the entire merger agreement carefully because it is the principal document governing the merger.

Structure of the Merger (See page 62)

Subject to the terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time of the merger, Merger Sub will be merged with and into BPW, with BPW surviving the merger and becoming a wholly owned subsidiary of Talbots. The effect of the merger will be that BPW will be acquired by Talbots and shares of BPW common stock will no longer be publicly traded.

Reasons for the Merger (See pages 47 and 56)

BPW has been in search of a business combination partner since its initial public offering in February 2008. BPW’s board of directors believes that the merger with Talbots presents a unique opportunity for BPW because of, among other factors, its attractive valuation, strong management team and turnaround business plan, in addition to the terms and conditions of the merger agreement and related transaction documents and the results of BPW’s legal, technology, accounting and other due diligence review of Talbots.

The Talbots board of directors, acting solely through the members of the Talbots audit committee after each of Trudy F. Sullivan and the Talbots directors nominated by AEON recused themselves from the vote, concluded that the merger agreement, the merger, the stock issuance in connection therewith, the AEON agreement, the GE Capital commitment letter and the other transaction documents, and the transactions contemplated thereby or undertaken in connection therewith are advisable and in the best interests of Talbots and its public stockholders because, among other factors, the transactions provide Talbots with access to a large pool of capital that will, among other things, provide a complete exit for AEON, permit Talbots to strengthen its balance sheet, reduce its outstanding indebtedness by approximately $330 million and eliminate negative stockholder equity prior to the April 17, 2010 maturity of the AEON debt and no alternative financings were available to Talbots in the current economic environment and within the time constraints imposed by the December 31, 2009 maturity of certain debt.

Consideration to be received in the Merger (See page 62)

Upon completion of the merger, each share of BPW common stock outstanding immediately prior to completion of the merger (other than shares of BPW common stock held by BPW common stockholders that have validly exercised their conversion rights described in this document) will automatically be converted into the right to receive a number of shares of Talbots common stock equal to the quotient (rounded to the nearest ten-thousandth) obtained by dividing $11.25 by the average Talbots closing price, subject to a maximum of 1.3235 shares of Talbots common stock and a minimum of 0.9000 shares of Talbots common stock for each share of BPW common stock.

Based on the closing price of Talbots common stock on the NYSE on December 8, 2009, the date on which the merger was publicly announced, the exchange ratio represented $10.89 in value for each share of BPW common stock. Based on the closing price of Talbots common stock on the NYSE on January 25, 2010, the latest practicable date before the date of this document, the exchange ratio represented $11.25 in value for each share of BPW common stock. Talbots will not issue any fractional shares of Talbots common stock in the merger. Holders of BPW common stock who would otherwise be entitled to a fractional share of Talbots common stock will receive a cash payment in lieu of fractional shares. Other than with respect to shares of common stock held by AEON, Talbots’ majority stockholder, which will be purchased by Talbots at the completion of the merger for an aggregate of one

million warrants to purchase shares of Talbots common stock on the terms and conditions described below, shares of Talbots common stock outstanding before the merger is completed will remain outstanding and will not be exchanged, converted or otherwise changed in the merger.

The Pre-closing Certificate Amendment Proposal (See page 42)

BPW’s certificate of incorporation provides that BPW’s corporate existence will terminate on February 26, 2010, unless this date is extended by a vote of BPW stockholders. BPW is proposing the pre-closing certificate amendment to extend BPW’s corporate existence by two months to reduce the likelihood that BPW’s corporate existence will terminate prior to the completion of the merger.

The Post-closing Certificate Amendment Proposal (See page 42)

BPW’s certificate of incorporation requires BPW, in connection with the merger proposal, to submit to its stockholders a proposal to amend its certificate of incorporation to provide for BPW’s perpetual existence. Approval of the post-closing certificate amendment proposal would result in the amendment and restatement of BPW’s certificate of incorporation to provide for BPW’s perpetual existence. Approval of the post-closing certificate amendment proposal would also result in the elimination of provisions in BPW’s certificate of incorporation relating to its operation as a blank check company, as reflected in the amended and restated certificate of incorporation attached to this document as Appendix C.

Material United States Federal Income Tax Consequences of the Merger (See page 88)

If you are a BPW stockholder, the merger is generally expected to be treated as a taxable transaction to you, and you are generally expected to recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between (i) the sum of the fair market value of the Talbots common stock received in the merger plus the amount of any cash received instead of fractional shares of Talbots common stock and (ii) your adjusted tax basis in the shares of BPW common stock exchanged in the merger.

The United States federal income tax consequences described above may not apply to all holders of BPW common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you, including the applicability and effect of state, local and non-United States tax laws.

Accounting Treatment (See page 87)

Talbots prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which are referred to as GAAP. The merger will be accounted for using the acquisition method of accounting. As discussed under “Accounting Treatment” on page 86, based upon the terms of the exchange and other factors, such as the composition of the combined company’s board and senior management, Talbots is considered to be the acquirer of BPW for accounting purposes. This means that Talbots will allocate the purchase price to the fair value of assets acquired and liabilities assumed at the acquisition date. Acquisition-related costs, which include advisory, legal, accounting, valuation, and other professional or consulting fees, will be expensed in the period incurred. The costs to issue equity securities will be recognized against the proceeds. Deferred financing fees will be amortized over the term of the new financing.

Opinion of Financo Securities, LLC (See page 48)

At a meeting of BPW’s board of directors on December 8, 2009, Financo Securities, LLC, which we refer to as Financo, rendered its opinion to the board of directors that, as of the date of that opinion, and based upon and subject to the various assumptions, methodologies, limitations and considerations described in such opinion, the merger consideration to be paid to the public holders of BPW common stock in the merger is fair to the public holders of BPW common stock from a financial point of view. See “The Merger Proposal — Opinion Rendered by Financo to the BPW Board of Directors” for a summary of such opinion and a summary of the material financial analyses performed by Financo in connection with rendering its opinion. The full text of the written opinion of Financo

which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Appendix E to this document. BPW’s stockholders are urged to read the opinion in its entirety.

See “The Merger Proposal — Opinion Rendered by Financo to the BPW Board of Directors.”

Interests of Certain BPW Directors and Officers in the Merger (See page 58)

When you consider the recommendations of BPW’s board of directors in favor of approval of the merger proposal, you should keep in mind that the directors and officers of BPW have interests in the merger as individuals that are different from, or in addition to, your interests as a stockholder. The BPW board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions it contemplates.


	•	If BPW does not complete the merger or another business combination by February 26, 2010, or by April 26, 2010 if the pre-closing certificate amendment proposal is approved, BPW will be required to commence proceedings to dissolve and liquidate. In such event, the 5,921,660 shares of BPW common stock and warrants to purchase 14,372,089 shares of BPW common stock held by the sponsors and the 254,811 shares of BPW common stock and warrants to purchase 404,382 shares of BPW common stock held by the non-sponsor founders will be worthless because the sponsors and the non-sponsor founders have waived any rights to receive any liquidation proceeds with respect to these securities (except for shares of BPW common stock acquired after BPW’s initial public offering in the open market, for which the BPW sponsors, the non-sponsor founders and BPW’s other officers and directors will be entitled to receive liquidation proceeds). None of BPW’s directors other than the non-sponsor founders, and none of BPW’s officers, directly own any shares of BPW common stock or warrants to purchase shares of BPW common stock. In connection with the merger and the warrant exchange offer, all of the warrants to purchase 14,372,089 shares of BPW common stock held by the sponsors, and all of the warrants to purchase 404,382 shares of BPW common stock held by the non-sponsor founders will be exchanged for shares of Talbots common stock in the warrant exchange offer. In connection with the merger, each of the sponsors has agreed to surrender 888,249 shares of BPW common stock for no consideration, and each of the non-sponsor founders has agreed to surrender 25,481 shares of BPW common stock for no consideration. The remaining 4,145,162 shares held collectively by the sponsors and the remaining 178,368 held collectively by the non-sponsor founders after such surrender will be exchanged for shares of Talbots common stock based on the floating exchange ratio in the merger.

	•	PWPA and BNYH are the sponsors of BPW and have entered into the BNYH agreement, pursuant to which PWPA will acquire BNYH upon the completion of the merger. PWPA and BNYH have also entered into the BPW sponsors’ agreement with BPW and Talbots under which, subject to the terms and conditions of that agreement, PWPA, on behalf of itself and BNYH, has agreed to, among other things:


	•	in connection with the merger proposal and the pre-closing certificate amendment proposal, vote all of its shares of BPW common stock acquired prior to BPW’s initial public offering in accordance with the majority of the votes cast by the holders of shares of common stock issued in BPW’s initial public offering, and vote any shares of BPW common stock acquired by it in the open market in favor of the merger proposal and the pre-closing certificate amendment proposal, and

	•	vote all its shares of BPW common stock in favor of the post-closing certificate amendment proposal and the adjournment proposal.


	•	The non-sponsor founders have entered into an agreement with BPW and Talbots, pursuant to which they have agreed to surrender 76,443 shares of BPW common stock at or prior to completion of the merger for no consideration, and to exchange, at the completion of the merger, warrants to purchase shares of BPW common stock for shares of Talbots common stock on the same terms as the sponsors, discussed above.

	•	In connection with BPW’s initial public offering, BPW entered into agreements with each of PWPA and BNYH pursuant to which PWPA and BNYH agreed that they would not be entitled to receive any fees or other compensation of any kind in connection with BPW’s initial business combination (other than reimbursement of out-of-pocket expenses). Perella Weinberg, an affiliate of PWPA, was engaged by


		Talbots in February 2009 to advise on refinancing Talbots’ existing indebtedness and on related strategic alternatives in general. For services rendered with respect to strategic alternatives between February 2009 and September 2009 Talbots paid Perella Weinberg compensation of $2,500,000. In September 2009, following AEON’s notice to Talbots that AEON desired to divest its debt and equity interests in Talbots assuming AEON could identify and structure an appropriate transaction, Perella Weinberg was separately engaged by the Talbots audit committee to assist in exploring strategic alternatives for Talbots. The total compensation payable by Talbots to Perella Weinberg as a result of the BPW transaction, including the related GE Capital credit facility, is approximately $9,000,000 for services with respect to strategic alternatives. Such compensation is contingent upon the closing of the applicable transactions or any similar transactions engaged in by Talbots. The fee arrangements between Talbots and Perella Weinberg apply equally to any similar transactions engaged in by Talbots whether or not involving BPW. BPW is not a party to these engagements and will not pay any fees to Perella Weinberg in connection with the merger or the related transactions. BPW and BNYH have acknowledged Talbots’ engagement of Perella Weinberg and consented to the payment of such fees in the BPW sponsors’ agreement. Joseph R. Perella, the Vice Chairman of the BPW board of directors, and Gary Barancik, the Chief Executive Officer of BPW, are partners of Perella Weinberg. Some of BPW’s other officers are also partners or employees of Perella Weinberg.


	•	The sponsors, entities in which certain directors and officers of BPW hold a financial interest, and the non-sponsor founders together acquired 6,176,471 shares of BPW common stock and warrants to purchase 14,776,471 shares of BPW common stock prior to or in connection with BPW’s initial public offering. BPW’s directors and officers will likely benefit from the completion of the merger even if the merger causes the market value of BPW common stock to decrease. Even though approximately 30% of the shares held by the sponsors and the non-sponsor founders will be surrendered without any consideration and any BPW warrants held by the sponsors and the non-sponsor founders will be exchanged for shares of Talbots common stock pursuant to a warrant exchange offer, the likely benefit to BPW’s directors and officers may influence their motivation for promoting the merger and/or soliciting proxies for the approval of the merger proposal.

	•	In addition, the exercise of BPW’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the merger may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the best interests of BPW’s stockholders.

Interests of Certain Talbots Directors and Officers in the Merger (See page 60)

When you consider the merger proposal, you should also keep in mind that the directors and officers of Talbots have interests in the merger, including in certain cases as individuals, that are different from, or in addition to, your interests as a stockholder of BPW.

Board of Directors of Talbots Following Completion of the Merger (See page 57)

Upon completion of the merger, the board of directors of Talbots will consist of seven members, comprised of:


	•	the President and Chief Executive Officer of Talbots as of the completion of the merger,

	•	three additional members of the Talbots board of directors immediately prior to the completion of the merger, each of whom will qualify as an “independent director” under the rules of the NYSE, and

	•	three persons to be mutually agreed upon by BPW and the audit committee of the Talbots board of directors prior to the completion of the merger.

Regulatory Approvals Required for the Merger (See page 58)

Talbots and BPW have agreed to cooperate and use reasonable best efforts to obtain all regulatory approvals required to complete the transactions contemplated by the merger agreement. The parties have determined that the merger transaction is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, referred to in this document as the HSR Act. Thus, the merger transaction is not subject to the termination or expiration of any waiting period under the HSR Act.

Conditions That Must Be Satisfied or Waived for the Merger to Occur (See page 62)

We currently expect to complete the merger by the first quarter of 2010. However, as more fully described in this document and in the merger agreement, each party’s obligation to complete the merger depends on a number of conditions being satisfied or, where legally permissible, waived, including the following:


	•	the effectiveness of the registration statement for the issuance of shares of Talbots common stock in the merger,

	•	the approval by the BPW stockholders of the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal,

	•	the exercise of conversion rights by holders of less than 35% of the outstanding shares of BPW common stock issued in BPW’s initial public offering,

	•	the completion of the warrant exchange offer (which may be completed at the same time as the merger is completed),

	•	the absence of any legal restraint or prohibition on the completion of the merger,

	•	the expiration or termination of any applicable waiting periods under the HSR Act,

	•	the making of all government filings and receipt of all consents, other than those that the failure to make or obtain would not have a material adverse effect on the financial condition of BPW or prevent or materially impair the ability of BPW to complete the merger before April 17, 2010 or would have a “Talbots material adverse effect,” as we explain the meaning of that term in the section of this document entitled “Summary of the Merger Agreement”, and

	•	Talbots having obtained and borrowed under debt financing in an amount sufficient to repay in full all indebtedness owed to AEON and third parties and to have, after such repayment, cash on hand or available to be borrowed in an amount sufficient to fund ordinary course working capital. Talbots has received a debt commitment letter, dated as of December 7, 2009, from GE Capital to provide, subject to the conditions set forth in the debt commitment letter, a $200 million revolving credit facility under which Talbots and certain of its subsidiaries would be the borrowers (the available amount on the date of the completion of the merger is limited to $160 million at closing).

The obligation of Talbots to close the merger is subject to the following additional conditions:


	•	the accuracy of the representations and warranties of BPW, subject to a materiality standard described in the section of this document entitled “Summary of the Merger Agreement”,


	•	the performance by BPW in all material respects of its obligations under the merger agreement,

	•	the BPW sponsors’ agreement being in full force and effect,

	•	BPW having provided irrevocable instructions to Mellon Bank, N.A. to disburse the BPW trust account to pay in full amounts outstanding under the AEON facilities and support letters, as well as to pay to BPW stockholders that have validly exercised their conversion rights, and

	•	participation in the warrant exchange offer by holders of at least 90% of the BPW warrants issued in BPW’s initial public offering.

The obligation of BPW to close the merger is subject to the following additional conditions:


	•	the accuracy of the representations and warranties of Talbots, subject to a materiality standard described in the section of this document entitled “Summary of the Merger Agreement”,

	•	the performance by Talbots in all material respects of its obligations under the merger agreement, and

	•	the AEON agreement being in full force and effect.

Termination of the Merger Agreement (See page 66)

The merger agreement may be terminated without completing the merger, whether before or after the meeting of the BPW stockholders, as follows:


	•	by written consent of BPW and Talbots,

	•	by either Talbots or BPW, if:


	•	the merger has not been completed by April 17, 2010,

	•	if a governmental entity has enjoined or prohibited the merger,

	•	if the BPW stockholders do not approve the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal, or

	•	the conditions to closing regarding the exercise of conversion rights by BPW stockholders and participation by holders of BPW warrants in the warrant exchange offer are not satisfied within the applicable time periods,


	•	by Talbots, if:


	•	BPW enters into an alternative transaction agreement, withdraws or modifies its recommendation to BPW stockholders, fails to call and conduct the special meeting of BPW stockholders or breaches its obligation under the merger agreement not to solicit alternative transaction proposals,

	•	BPW materially breaches the merger agreement and is unable to cure within 30 days of receiving written notice from Talbots (or by April 17, 2010, if earlier), or

	•	prior to approval by BPW stockholders of the merger proposal, the pre-closing certificate amendment proposal and post-closing certificate amendment proposal, if the volume weighted average price per share of Talbots common stock on the NYSE for any 15 consecutive trading days after December 8, 2009 and prior to the BPW special meeting is less than $7.556, and


	•	by BPW, if Talbots materially breaches the merger agreement and is unable to cure within 30 days of receiving written notice from BPW (or by April 17, 2010, if earlier).

Expenses and Termination Fees (See pages 67 and 76)

Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses, except that Talbots and BPW will each pay one-half of the costs and expenses incurred in connection with the filing, printing and mailing of this document and all filings pursuant to the HSR Act. Following termination of the merger agreement under

specified circumstances, Talbots or BPW may be required to pay the other a termination fee of $10 million plus the other party’s reasonably incurred transaction expenses up to a maximum of $3 million.

The Rights of BPW Stockholders Will Be Governed by the Talbots Governing Documents after the Merger (See page 90)

The rights of BPW stockholders will change as a result of the merger due to differences between the governing documents of Talbots and BPW. BPW stockholders will become Talbots stockholders and their legal rights as stockholders will, following completion of the merger, be governed by the Talbots amended and restated certificate of incorporation and the Talbots amended and restated bylaws.

No Appraisal Rights (See page 58)

Under Delaware law, neither the holders of BPW common stock nor the holders of Talbots common stock are entitled to appraisal rights in connection with the merger.

Agreements with an Entity Affiliated with Talbots (See page 83)

Talbots’ majority stockholder, AEON, has entered into an agreement with Talbots and BPW, which we refer to as the AEON agreement, under which AEON has agreed, among other things, that at the same time as the merger is completed, shares of Talbots common stock held by AEON will be purchased by Talbots for an aggregate of one million warrants to purchase shares of Talbots common stock on terms and conditions substantially the same as the warrant exchange offer, discussed below. The exercise price of these warrants will be the closing price of Talbots common stock on the date of the completion of the merger. At the same time as the merger is completed, all outstanding indebtedness owed by Talbots to AEON and under Talbots’ third party credit facilities will be paid in full by Talbots, and Talbots will terminate each commitment to extend credit provided for under any of these agreements. As of the date of this document, AEON held approximately 54.4% of the outstanding shares of Talbots common stock.

The Warrant Exchange Offer (See page 80)

As of the record date for the BPW special meeting of stockholders, there were outstanding warrants held by the public warrantholders of BPW to acquire a total of 35,000,000 shares of BPW common stock at an exercise price of $7.50 per share. The exercise of these warrants is conditioned upon the completion by BPW of a specified business combination transaction (of which the proposed merger with Talbots would be one) on or prior to February 26, 2010. In the merger agreement, Talbots and BPW agreed that Talbots would conduct an exchange offer, to be commenced following the BPW special meeting of stockholders (assuming receipt of the requisite approvals of BPW stockholders at that meeting), for the warrants held by the public warrantholders of BPW.

In the warrant exchange offer, holders of BPW warrants may elect to exchange their outstanding BPW warrants for either:


	•	new warrants to purchase shares of Talbots common stock, which new warrants will have an exercise price equal to the product of 1.30 and the average Talbots closing price, and which will expire and thereafter represent solely the right to receive $0.01 per warrant if the trading price of shares of Talbots common stock exceeds the product of 1.75 and the average Talbots closing price for any 20 trading days within a 30-trading-day period, subject to a cap on the number of new Talbots warrants that will be issued in the warrant exchange offer, or

	•	shares of Talbots common stock at an exchange ratio of one warrant to purchase shares of BPW common stock for one-tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger.

agreement, be converted into warrants to purchase the number of shares of Talbots common stock as such warrantholder would have received in the merger had the warrants been converted to shares of BPW common stock immediately prior to the completion of the merger.

The warrant exchange offer will be structured to provide that 50% of the BPW warrants held by public warrantholders will be exchanged for new warrants to purchase shares of Talbots common stock, and that the balance of BPW warrants held by public warrantholders participating in the warrant exchange offer would be exchanged for shares of Talbots common stock.

The warrant exchange offer is expected to be completed at or immediately prior to the completion of the merger, if the conditions to the warrant exchange offer are satisfied. The completion of the merger is conditioned upon the completion of the warrant exchange offer on the terms and conditions set forth in the merger agreement and described in this document. As discussed above, PWPA, on behalf of itself and BNYH (its then wholly owned subsidiary) has agreed to exchange all of its BPW warrants for shares of Talbots common stock in the warrant exchange offer. The non-sponsor founders have entered into an agreement with BPW and Talbots pursuant to which the non-sponsor founders have agreed to exchange, at the completion of the merger, warrants to purchase shares of BPW common stock for shares of Talbots common stock on the same terms as the sponsors.

The BPW Special Meeting (See page 35)

The BPW special meeting will be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019, on February 24, 2010 at 10:00 a.m., local time. At the BPW special meeting, BPW stockholders will be asked to:


	•	approve an amendment to BPW’s Amended and Restated Certificate of Incorporation, which we refer to as the BPW certificate of incorporation, to extend BPW’s corporate existence by two months, to twenty-six months in total from the date of its initial public offering. We refer to this proposal as the “pre-closing certificate amendment proposal;”

	•	approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2009, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., as such agreement may be amended from time to time, and the transactions that it contemplates. We refer to this proposal as the “merger proposal;”

	•	approve the amendment and restatement, effective upon the completion of the merger, of BPW’s certificate of incorporation to the certificate of incorporation set forth on Appendix C of this document, which amended and restated certificate of incorporation will provide for the perpetual existence of BPW and will eliminate provisions of the BPW certificate of incorporation that related to BPW’s operation as a blank check company. We refer to this proposal as the “post-closing certificate amendment proposal;” and

	•	approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposal. We refer to this proposal as the “adjournment proposal.”

The BPW board of directors has fixed the close of business on January 15, 2010 as the record date for the BPW special meeting. Only BPW stockholders of record at that time are entitled to notice of, and to vote at, the BPW special meeting, or any adjournment or postponement of the BPW special meeting. As of the record date, there were 41,176,471 shares of BPW common stock outstanding and entitled to vote at the BPW special meeting.

Each share of BPW common stock outstanding on the record date entitles the holder to one vote on each matter to be voted upon by stockholders at the special meeting. Approval of the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock, provided that a majority of shares of BPW common stock issued in BPW’s initial public offering and present and entitled to vote at the special meeting are voted in favor of the merger

proposal. In addition, BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of 35% or more of the outstanding shares of BPW common stock issued in BPW’s initial public offering vote, on a cumulative basis, against either the pre-closing certificate amendment proposal or the merger proposal, or both, and properly exercise their rights to convert their shares of BPW common stock to cash. Approval of the adjournment proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock that are represented at the special meeting and entitled to vote thereon. Failing to vote or abstaining from voting with respect to any proposal other than the adjournment proposal will have the same effect on that proposal as a vote against that proposal. However, you must also take additional steps if you wish to exercise your conversion rights, as described in this document.

As of the record date for the BPW special meeting, directors and executive officers of BPW and their affiliates have the right to vote 6,176,471 shares of BPW common stock, or approximately 15% of the outstanding BPW common stock entitled to vote at the BPW special meeting.

The BPW board of directors believes that the pre-closing certificate amendment, the merger and the post-closing certificate amendment are in the best interests of BPW and its stockholders and has unanimously approved and adopted the merger agreement and the transactions it contemplates. For a discussion of the factors considered by the BPW board of directors in reaching its decision to approve the merger agreement and the transactions it contemplates, see “The Merger Proposal — BPW’s Reasons for the Merger; Recommendation of the BPW Board of Directors.” The BPW board of directors unanimously recommends that the BPW stockholders vote “FOR” each of the pre-closing certificate amendment proposal, the merger proposal, the post-closing certificate amendment proposal and the adjournment proposal.

The Companies

The Talbots, Inc. (See page 41)

The Talbots, Inc. is a leading specialty retailer and direct marketer of women’s apparel, shoes and accessories. At the end of first quarter 2009, Talbots operated 586 Talbots brand stores in 47 states, the District of Columbia, and Canada. As of January 31, 2009, Talbots operated its business in two segments: retail stores and direct marketing. Talbots’ retail stores are located in 47 states, the District of Columbia and Canada under the Talbots brand name. As of January 31, 2009, Talbots operated a total of 587 stores under the Talbots brand name. Talbots’ direct marketing segment includes Talbots’ catalog and Internet channels. Since 1948, Talbots has used its direct marketing business to offer customers convenience in ordering Talbots brand merchandise. As of January 31, 2009, Talbots had approximately 12,100 Talbots brand employees of whom approximately 2,900 were full-time salaried employees, approximately 1,300 were full-time hourly employees and approximately 7,900 were part-time hourly employees.

The mailing address of Talbots’ principal executive offices is One Talbots Drive, Hingham, Massachusetts 02043 and its telephone number is (781) 749-7600.

BPW Acquisition Corp. (See page 41)

BPW is a blank check company that was organized under the laws of the State of Delaware on October 12, 2007. BPW was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, with one or more operating businesses, which we refer to as an initial business combination or a business combination. In accordance with BPW’s certificate of incorporation, if BPW is unable to complete a business combination by February 26, 2010 (or obtain the approval of an extension by BPW stockholders), its corporate existence will automatically terminate and it will dissolve and liquidate and promptly distribute to its stockholders holding shares issued in its initial public offering the amount then in its trust account. In the event of its liquidation, all warrants to purchase BPW common stock, which we refer to as the BPW warrants, will expire worthless.

The BPW common stock is currently listed on the NYSE Amex under the symbol “BPW.” Following completion of the merger, the BPW common stock will cease trading on the NYSE Amex and BPW will file the appropriate forms with the Securities and Exchange Commission to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.

The mailing address of BPW’s principal executive office is 750 Washington Street, Stamford, Connecticut 06901 and its telephone number is (203) 653-5800.

Merger Sub (See page 41)

Tailor Acquisition, Inc., a Delaware corporation, is a direct, wholly owned subsidiary of Talbots. Merger Sub was formed by Talbots to complete the merger. In the merger, Merger Sub will merge with and into BPW and Merger Sub will cease to exist.

The mailing address of Merger Sub’s principal executive office is One Talbots Drive, Hingham, Massachusetts 02043 and its telephone number is (781) 749-7600.

Litigation (See page 60)

Talbots, the Talbots board of directors, AEON, BPW, Perella Weinberg and three Perella Weinberg partners are named as defendants in a lawsuit brought by an alleged Talbots stockholder asserting claims for, inter alia, breach of fiduciary duties on the part of the director defendants and AEON, aiding and abetting breaches of fiduciary duties, breach of duty arising out of an alleged confidential agency relationship between Talbots and its stockholders, on the one hand, and Perella Weinberg, the individual Perella Weinberg defendants and BPW, on the other hand, and violations of Talbots’ corporate by-laws and sections 141(c), 228 and 251 of the DGCL in connection with the merger agreement between Talbots and BPW and related warrant exchange, debt repayment, stock repurchase and GE Capital credit facility. The complaint seeks injunctive relief, an unspecified amount of damages, disgorgement of benefits purportedly received by defendants in connection with the above transactions, and an award of attorneys’ fees and expenses.

Talbots and the Talbots board of directors believe the claims asserted against them in the complaint are entirely without merit and intend to defend against them vigorously.

SELECTED HISTORICAL FINANCIAL DATA OF TALBOTS

Set forth below are highlights from Talbots’ consolidated financial data as of and for the periods indicated. The selected historical consolidated financial data presented below for each of the five fiscal years through the period ended January 31, 2009, are derived from the selected financial data included in the Talbots’ Annual Report on Form 10-K for the year ended January 31, 2009. Talbots’ consolidated financial data for the nine months ended October 31, 2009 and November 1, 2008 are derived from Talbots’ unaudited interim financial statements, which have been incorporated in this document by reference.

You should read this information in conjunction with Talbots’ consolidated financial statements and the related notes to those statements included in Talbots’ Annual Report on Form 10-K for the year ended January 31, 2009 and Talbots’ Quarterly Report on Form 10-Q for the nine-month period ended October 31, 2009 filed with the Securities and Exchange Commission, which are incorporated by reference into this document and from which this information is derived. See “Where You Can Find More Information” on page 104.

Interim results are not necessarily indicative of results for the full fiscal year and historical results are not necessarily indicative of results to be expected in any future period.


	9 Months Ended						Year Ended
	October 31,			November 1,			January 31,			February 2,			February 3,		January 28,		January 29,
	2009			2008			2009			2008			2007		2006		2005
	(39 Weeks)			(39 Weeks)			(52 Weeks)			(52 Weeks)			(53 Weeks)		(52 Weeks)		(52 Weeks)
	(In thousands, except per share data)

Statement of Operations Information:
Net sales from continuing operations	$	919,707		$	1,167,258		$	1,495,170		$	1,708,115		$	1,772,306	$	1,703,014	$	1,595,206
Operating (loss) income from continuing operations		(13,209	)		2,373			(98,389	)		35,204			114,596	$	169,367	$	166,170
Net (loss) income from continuing operations		(23,835	)(a)		(8,208	)(a)		(139,521	)(a)(d)		43	(a)		56,876		166,202		110,981
Net (loss) income	$	(33,501	)	$	(194,126	)(b)	$	(555,659	)(b)(d)	$	(188,841	)(b)	$	31,576		93,151		95,366
Per share data:
Basic
(Loss) income per share from continuing operations	$	(0.44	)	$	(0.15	)	$	(2.61	)	$	—		$	1.08	$	1.97	$	2.02
Net (loss) income per share	$	(0.62	)	$	(3.62	)	$	(10.40	)	$	(3.56	)	$	0.60	$	1.76	$	1.73
Diluted
(Loss) income per share from continuing operations	$	(0.44	)	$	(0.15	)	$	(2.61	)	$	—		$	1.06	$	1.93	$	1.97
Net (loss) income per share	$	(0.62	)	$	(3.62	)	$	(10.40	)	$	(3.56	)	$	0.59	$	1.72	$	1.70
Weighted average number of shares of common stock outstanding
Basic		53,768			53,411			53,436			53,006			52,651		52,882		54,969
Diluted		53,768			53,411			53,436			53,006			53,485		54,103		56,252
Cash dividends per share(c)	$	—		$	0.39		$	0.52		$	0.52		$	0.51	$	0.47	$	0.43
Balance Sheet Information:
Working capital (deficiency)	$	(3,946	)	$	228,347		$	(13,680	)	$	208,803		$	262,609	$	376,204	$	324,759
Total assets		839,703			1,299,681			971,293			1,502,979			1,748,688		1,146,144		1,062,130
Total long-term debt, including current portion(e)		350,000			328,542			328,377			389,027			469,643		100,000		100,000
Stockholders’ (deficiency) equity	$	(190,561	)	$	237,173		$	(178,097	)	$	454,779		$	643,311	$	626,968	$	588,588


(a)		During 2009, 2008 and 2007, Talbots recorded charges of $9.7 million, $17.8 million and $3.7 million relating to its restructuring activities, which are discussed in Note 5, Restructuring Charges, to its consolidated financial statements on Form 10-Q and Form 10-K respectively.

(b)		During 2008 and 2007, Talbots recorded impairment charges relating to the J. Jill brand of $318.4 million and $149.6 million, respectively, which are included in discontinued operations ($185.9 million for the 39 weeks ending November 1, 2008).

(c)		In February 2009, the Talbots Board of Directors approved the indefinite suspension of its quarterly dividends.

(d)		In the fourth quarter of 2008, Talbots recorded a valuation allowance of $61.0 million on substantially all of its deferred tax assets which is included in net loss from continuing operations. Talbots also recorded a valuation allowance of $129.4 million which is included in discontinued operations.

(e)		Total long-term debt excludes notes payable to banks of $141.1 million and $106.5 million at October 31, 2009 and November 1, 2008, respectively, $148.5 million at January 31, 2009 and $45.0 million at February 3, 2007.

SELECTED HISTORICAL FINANCIAL DATA OF BPW

BPW is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the merger. The following selected historical financial data should be read in conjunction with BPW’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and its financial statements and the related notes to those statements which have been incorporated in this document by reference.

The statement of operations data for the year ended December 31, 2008 and the period from October 12, 2007 (inception) through December 31, 2007 and the balance sheet data as of December 31, 2008 and 2007 have been derived from BPW’s audited financial statements which have been incorporated in this document by reference. The statement of operations data for the nine months ended September 30, 2009 and from October 12, 2007 (inception) to September 30, 2009, and the balance sheet data as of September 30, 2009 have been derived from BPW’s unaudited interim financial statements which have been incorporated in this document by reference. See “Where You Can Find More Information” on page 104.

Interim results are not necessarily indicative of results for the full fiscal year and historical results are not necessarily indicative of results to be expected in any future period.


	September 30,		December 31,			December 31,
	2009		2008			2007

Balance Sheet Data
Working capital (deficiency)	$	31,915	$	(337,628	)	$	(471,958	)
Investment in Trust Account		349,898,760		350,530,373			—
Total assets		350,285,396		350,769,031			695,906
Value of common stock subject to possible redemption		122,009,990		122,009,990			—
Stockholders’ Equity	$	218,106,685	$	218,285,755			24,906


						For the Period			From
						October 12,			October 12,
	9 Months Ended			Year Ended		2007 (inception)			2007 (inception)
	September 30,			December 31,		to December 31,			to September 30,
	2009			2008		2007			2009
Statement of Operations Data
Formation, operating and other costs	$	602,541		$	469,442	$	1,138		$	1,073,121
Net income (loss)	$	(179,070	)	$	1,929,908	$	(94	)	$	1,750,744
Net income (loss) per common share, excluding shares subject to possible redemption:
Basic	$	(0.01	)	$	0.07	$	(0.00	)	$	0.07
Diluted	$	(0.01	)	$	0.06	$	(0.00	)	$	0.06

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of October 31, 2009 and the unaudited pro forma condensed combined statements of operations for the year ended January 31, 2009 and the thirty-nine weeks ended October 31, 2009 are based on the separate historical consolidated financial statements of Talbots and BPW after giving effect to the merger.

The unaudited pro forma condensed combined balance sheet as of October 31, 2009 combines the balance sheet of Talbots as of October 31, 2009 with the balance sheet of BPW as of September 30, 2009. The unaudited pro forma condensed combined statements of operations for the year ended January 31, 2009 includes Talbots’ results of operations for the year ended January 31, 2009 and BPW’s results of operations for the year ended December 31, 2008. The unaudited pro forma condensed combined statements of operations for the thirty-nine weeks ended October 31, 2009 includes Talbots’ results of operations for the thirty-nine weeks ended October 31, 2009 with BPW’s results of operations for the nine months ended September 30, 2009.

The unaudited pro forma condensed combined balance sheet as of October 31, 2009 assumes the merger and related events had been consummated on October 31, 2009. The unaudited pro forma condensed combined statements of operations for the year ended January 31, 2009 and the thirty-nine weeks ended October 31, 2009 give pro forma effect to the merger and related events as if they had been consummated on February 3, 2008, the beginning of Talbots 2008 fiscal year.

The merger will be accounted for as an acquisition by Talbots and Talbots was determined to be the accounting acquirer — see the section entitled “Accounting Treatment” for more information. In summary, Talbots has concluded that Talbots is the accounting acquirer based on its evaluation of the facts and circumstances of the acquisition. The purpose of the merger was to assist Talbots with the refinancing and recapitalization of its business and Talbots initiated the transaction. Talbots is the larger of the two entities and is the operating company within the combining companies. Talbots’ continuing board members will continue to hold a majority of the seats on the Talbots board of directors and BPW stockholders will not have any continuing board appointment rights after the initial consent to 3 additional board members appointed to serve after the merger. Talbots’ senior management will be continuing as senior management of the combined company. In addition, the terms of the exchange provide BPW stockholders with a premium (subject to a formula related to Talbots’ common stock price over a defined period) over the market value of shares of BPW common stock prior to the merger announcement. Although a larger portion of the voting rights in the combined entity will be held by former BPW stockholders, this was not considered determinative, as all other important elements considered in determining which party has control, including board of directors representation and management continuity were not aligned with this voting interest. Additionally, the BPW stockholders are expected to represent a diverse group of stockholders at completion of the merger and we are not aware of any voting or other agreements that suggest that they can act as one party.

The completion of the merger is subject to various closing conditions, including, among others, (i) approval by the BPW stockholders of the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal, (ii) the accuracy of the representations and warranties of BPW and Talbots, subject to materiality standards described in the section of this document entitled “Summary of the Merger Agreement” and the performance by BPW and Talbots in all material respects of their respective obligations under the merger agreement and (iii) the effectiveness of the registration statement for the issuance of shares of Talbots common stock in the merger.

In addition, the merger is conditioned upon (i) the exercise of conversion rights by holders of less than 35% of the outstanding shares of BPW common stock issued in BPW’s initial public offering, (ii) the completion of the warrant exchange offer (which may be completed at the same time as the merger is completed), and (iii) Talbots having obtained and borrowed under debt financing in an amount sufficient to repay in full all indebtedness owed to AEON and third parties and to have, after such repayment, cash on hand or available to be borrowed in an amount sufficient to fund ordinary course working capital.

The unaudited pro forma condensed combined financial statements assume that (i) the merger proposal is approved by 100% of the BPW stockholders; (ii) none of the BPW stockholders exercise conversion rights with respect to their shares of BPW common stock; (iii) all of the funds held in the trust account are available for the

payment of transaction obligations and costs; and (iv) all other merger-related transactions (i.e., the transactions contemplated by the AEON agreement and Talbots having obtained the debt financing as described above) are consummated.

If the merger is approved by the BPW stockholders, but less than 100% of the those stockholders holding shares of BPW common stock issued in the initial public offering vote in favor of the merger, Talbots will be required to redeem the shares held by those stockholders for cash. The cash redemption payments would range from a minimum of $0 (with approval of 100% of the stockholders holding shares of BPW common stock issued in the BPW initial public offering) to a maximum of $122.0 million (with approval of 65% of the stockholders holding shares of BPW common stock issued in the BPW initial public offering). If stockholders holding approximately 82.5%, or the midpoint of the range between the minimum and the maximum, of BPW common stock issued in the initial public offering vote in favor of the merger, the cash redemption payments would approximate $61.0 million.

There are a number of factors that may affect the liquidity position of Talbots following the consummation of the merger, assuming the merger is consummated. Under circumstances where Talbots has the right under the merger agreement not to consummate the merger, Talbots would make such determination taking into account various relevant factors as of that time, such as Talbots’ stock price, the expected consequences of not consummating the merger, the availability and terms of third party financing, the status of the credit markets, general economic conditions, the results of operations and cash on hand, upcoming debt maturities and other obligations, and other material variables. Depending on such factors, Talbots may determine to consummate the transaction under circumstances where Talbots would have to devote a substantial amount of its cash from operations to meet its obligations and there is no assurance that such cash on hand together with other available sources of funding would be sufficient to meet its obligations for any minimum period of operation following the closing. For more information, see “The Debt Commitment Letter.”

We present the unaudited pro forma condensed combined financial statements for informational purposes only. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the merger as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company. You should read this information together with the following:


	•	the accompanying notes to the unaudited pro forma condensed combined financial statements;

	•	the separate historical unaudited financial statements of Talbots as of and for the thirty-nine weeks ended October 31, 2009 included in Talbots Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2009, which are incorporated by reference into this document;

	•	the separate historical audited financial statements of Talbots as of and for the fiscal year ended January 31, 2009 included in Talbots Annual Report on Form 10-K for the fiscal year ended January 31, 2009, which are incorporated by reference into this document;

	•	the separate historical unaudited financial statements of BPW as of and for the nine months ended September 30, 2009 included in BPW’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, which are incorporated by reference into this document; and

	•	the separate historical audited financial statements of BPW as of and for the year ended December 31, 2008 included in BPW’s Annual Report on Form 10-K for the year ended December 31, 2008, which are incorporated by reference into this document.

THE TALBOTS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

OCTOBER 31, 2009


				BPW
	The Talbots, Inc.			Acquisition Corp.		Pro Forma					Pro Forma
	(Historical)			(Historical)		Adjustments			Note 2		Combined
	(In thousands)

ASSETS
Current Assets:
Cash and cash equivalents	$	72,005		$	79	$	349,899			A	$	40,743
							(493,940	)		E
							(29,600	)		F
							(2,000	)		J
							(8,000	)		I
							160,000			H
							(7,700	)		C
Customer accounts receivable — net		182,725			—		—					182,725
Merchandise inventories		165,892			—		—					165,892
Deferred catalog costs		7,751			—		—					7,751
Due from affiliates		1,789			—		—					1,789
Prepaid and other current assets		49,579			112		—					49,691

Total current assets		479,741			191		(31,341	)				448,591
Property and equipment — net		233,653			—							233,653
Goodwill		35,513			—							35,513
Trademarks		75,884			—							75,884
Other assets
Investment in Trust Account		—			349,899		(349,899	)		A		—
Deferred income taxes		—			196		(196	)		G		—
Other		14,912			—		(2,867	)		E		20,045
							8,000			I

Total Assets	$	839,703		$	350,286	$	(376,303	)			$	813,686


LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable	$	103,407		$	159	$	—				$	103,566
Accrued liabilities		150,674			—		(2,840	)		E		147,834
Notes payable to banks		141,100			—		(141,100	)		E		—
Current portion of long-term debt		80,000			—		(80,000	)		E		—
Current portion of related party debt		8,506			—		(8,506	)		E		—

Total current liabilities		483,687			159		(232,446	)				251,400
Long-term debt less current portion		20,000			—		(20,000	)		E		160,000
							160,000			H
Related party debt less current portion		241,494			—		(241,494	)		E		—
Deferred rent under lease commitments		124,126			—		—					124,126
Deferred income taxes		28,456			—		—					28,456
Deferred underwriters’ fee		—			10,010		(10,010	)		C		—
Other liabilities		132,501			—							132,501
Common stock subject to possible redemption		—			122,010		(122,010	)		B		—
Stockholders’ (Deficit) Equity:
Common stock		815			4		(299	)		E		1,079
							(4	)		B
					—		563			D
Additional paid-in capital		497,311			216,352		(2,568	)		E		834,411
							(2,000	)		J
							(216,352	)		B
							339,554			D
							2,310			D
							(196	)		D
Retained (deficit) earnings		(52,779	)		1,751		(29,600	)		F		(82,379	)
							(1,751	)		B
Accumulated other comprehensive loss		(50,028	)		—		—					(50,028	)
Treasury stock, at cost		(585,880	)		—		—					(585,880	)

Total stockholders’ (deficit) equity		(190,561	)		218,107		89,657					117,203

Total Liabilities and Stockholders’ (Deficit) Equity	$	839,703		$	350,286	$	(376,303	)			$	813,686

THE TALBOTS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 31, 2009


				BPW
	The Talbots, Inc.			Acquisition Corp.			Pro Forma					Pro Forma
	(Historical)			(Historical)			Adjustments			Note 2		Combined
	(In thousands, except per share data)

Net Sales	$	919,707		$	—		$	—				$	919,707
Costs and Expenses
Cost of sales, buying and occupancy		616,986			—			—					616,986
Selling, general and administrative		304,919			603			—					305,522
Restructuring charges		9,660			—			—					9,660
Impairment of store assets		1,351			—			—					1,351
Merger expenses		—			—			—			K		—

Operating Loss from Continuing Operations		(13,209	)		(603	)		—					(13,812	)
Interest
Interest expense		21,836			—			6,571			L		9,043
								(19,364	)		L
Interest income		253			330			(330	)		M		253

Interest Expense — net		21,583			(330	)		(12,463	)				8,790

Loss Before Taxes from Continuing Operations		(34,792	)		(273	)		12,463					(22,602	)
Income Tax Benefit		(10,957	)		(94	)		94			N		(10,957	)

Loss from Continuing Operations	$	(23,835	)	$	(179	)	$	12,369				$	(11,645	)

Loss from Continuing Operations Per Share:
Basic	$	(0.44	)									$	(0.15	)

Diluted	$	(0.44	)									$	(0.15	)

Weighted Average Number of Shares of Common Stock Outstanding:
Basic		53,768						26,395			O		80,163
Diluted		53,768						26,395			O		80,163

THE TALBOTS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JANUARY 31, 2009


				BPW
	The Talbots, Inc.			Acquisition Corp.			Pro Forma					Pro Forma
	(Historical)			(Historical)			Adjustments			Note 2		Combined
	(In thousands, except per share data)

Net Sales	$	1,495,170		$	—		$	—				$	1,495,170
Costs and Expenses
Cost of sales, buying and occupancy		1,049,785			—			—					1,049,785
Selling, general and administrative		523,136			469			—					523,605
Restructuring charges		17,793			—			—					17,793
Impairment of store assets		2,845			—			—					2,845
Merger expenses		—			—			—			K		—

Operating Loss from Continuing Operations		(98,389	)		(469	)		—					(98,858	)
Interest
Interest expense		20,589			—			12,378			L		15,145
								(17,822	)		L
Interest and dividend income		299			3,393			(3,393	)		M		299

Interest Expense — net		20,290			(3,393	)		(2,051	)				14,846

(Loss) Income Before Taxes from Continuing Operations		(118,679	)		2,924			2,051					(113,704	)
Income Tax Expense		20,842			994			(994	)		N		20,842

(Loss) Income from Continuing Operations	$	(139,521	)	$	1,930		$	3,045				$	(134,546	)

Loss from Continuing Operations Per Share:
Basic	$	(2.61	)									$	(1.69	)

Diluted	$	(2.61	)									$	(1.69	)

Weighted Average Number of Shares of Common Stock Outstanding:
Basic		53,436						26,395			O		79,831
Diluted		53,436						26,395			O		79,831

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS


1.	Basis of Pro Forma Presentation

On December 8, 2009, Talbots and BPW entered into the merger agreement, pursuant to which BPW will merge with and into a wholly owned subsidiary of Talbots, with BPW continuing as the surviving corporation and a wholly-owned subsidiary of Talbots after the merger. The transaction is to be accounted for using the acquisition method of accounting — see the section entitled “Accounting Treatment” for more information. For purposes of these unaudited pro forma condensed combined financial statements, Talbots has assumed that (i) the merger is approved by 100% of BPW’s stockholders and the total purchase consideration in the merger is equal to the fair value of BPW’s net assets acquired in the merger, or $342.2 million after adjusting the deferred underwriting fees to their fair value of $7.7 million and (ii) the total transaction costs and payments related to the merger, financing and acquisition to be paid by Talbots or BPW will approximate $47.3 million, of which approximately $29.6 million are estimated to be expensed as transaction costs, $2.0 million are estimated to be charged against additional paid-in capital as costs of raising equity, $8.0 are estimated to be capitalized as debt issuance costs and $7.7 million relates to the payment of BPW’s deferred underwriting liabilities. The pro forma adjustments to the unaudited pro forma condensed combined financial statements reflect Talbots management’s estimates based on information available as of the time this proxy statement was prepared and are subject to revision as actual costs become known.

Under the terms of the merger agreement, the shares of BPW common stock held by BPW stockholders that do not exercise their conversion rights will be converted into the right to receive the number of shares of Talbots common stock equal to the quotient (rounded to the nearest ten-thousandth) obtained by dividing:


	•	$11.25 by the volume weighted average price per share of Talbots common stock (calculated to the nearest one-hundredth of one cent) on the NYSE for the 15 consecutive trading days immediately preceding the fifth trading day prior to the date of the special meeting of BPW stockholders, provided, that:

	•	the resulting exchange ratio will not be less than 0.9000 shares of Talbots common stock or greater than 1.3235 shares of Talbots common stock.

In addition, the BPW warrantholders hold an aggregate of 49.8 million warrants to purchase shares of BPW common stock, of which 14.8 million are held by the sponsors and the non-sponsor founders and 35.0 million are held by public warrantholders. In the warrant exchange offer, the 14.8 million warrants held by the sponsors and non-sponsor founders and 50% of the warrants held by the public warrantholders (including for these purposes warrants held by the public warrantholders that are not exchanged in the warrant exchange offer) will be converted into shares of Talbots common stock at an exchange ratio of one warrant to purchase shares of BPW common stock for one tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger. The remaining 50% of the warrants held by the public warrantholders will be exchanged for new warrants to purchase Talbots common stock, which new warrants will have an exercise price equal to the product of 1.30 and the average Talbots closing price. The warrants will be immediately exercisable, have a stated term of 5 years from the completion of the merger, and will expire and thereafter represent solely the right to receive $0.01 per warrant if the trading price of shares of Talbots common stock exceeds the product of 1.75 and the average Talbots closing price for any 20 trading days within a 30-trading-day period. The number of new Talbots warrants will be determined by multiplying the remaining 50% of the warrants held by the public BPW warrantholders by the floating exchange ratio in the merger.

The number of shares of Talbots common stock to be issued to BPW stockholders will change based on changes in the Talbots common stock price through application of the exchange ratio. Depending upon the calculated exchange ratio, Talbots will issue a minimum of 38.3 million shares of common stock and 15.8 million warrants (e.g., if the Talbots share price is $12.50 or more per share) and a maximum of 56.3 million shares of common stock and 23.2 million warrants to the BPW shareholders (e.g., if the Talbots share price is $8.50 or less per share). Changes in the fair value of the assets acquired and liabilities assumed are not expected to change in a way that affects merger consideration given.

In conjunction with the merger, Talbots will utilize net cash proceeds from the BPW trust account, borrowings under the debt financing described above and other available cash balances to fund the repayment in full of all amounts due or outstanding in respect of (i) all financing agreements between AEON and Talbots, (ii) the Support Letter (Financial), dated as of April 9, 2009, from AEON to Talbots, and the Letter of Support, dated as of April 9, 2009, from AEON to Talbots and (iii) all Third Party Credit Facilities (as defined in the AEON agreement in Appendix D to this document), and to pay related fees and expenses. Under the AEON agreement, AEON has also agreed to sell to Talbots all of the shares of Talbots common stock owned by AEON for an aggregate of one million warrants to purchase shares of Talbots common stock on terms and conditions substantially the same as the warrant exchange offer; provided, that the exercise price of such warrants will be the closing price of Talbots common stock on the date of the completion of the merger (or, if not available on such date, the closing price on the business day immediately preceding such date).

The unaudited pro forma condensed combined financial statements have been prepared assuming (i) the average Talbots closing price equals its recent closing market price of $7.96 per share on December 18, 2009; (ii) the BPW common stock and BPW warrants to be converted into shares of Talbots common stock and new warrants to purchase shares of Talbots common stock are converted at an exchange ratio based on the $7.96 per share price of Talbots common stock; and (iii) the new warrants to be issued to AEON under the AEON agreement have an assumed exercise price of $7.96 per share.

BPW, which is a special purpose acquisition company, is merging with and into a wholly owned subsidiary of Talbots, and Talbots was determined to be the acquirer for accounting purposes. The accounting for the transaction will be similar to that of a capital infusion as the only significant pre-combination asset of BPW is the cash and cash equivalents, which are already recognized by BPW at fair value, obtained from BPW’s investors. No intangibles or goodwill will arise through the accounting for the transaction. The accounting is the equivalent of Talbots issuing shares of common stock for the net monetary assets of BPW. Accordingly, Talbots will record the equity issued in exchange for BPW based on the value of the net monetary assets received as of the closing date. For purposes of these unaudited pro forma condensed combined financial statements, the estimated purchase price paid by Talbots has been allocated to BPW’s asset and liabilities based on their fair values as of September 30, 2009 as follows (in thousands):


	$ Amount

Cash and cash equivalents	$	79
Prepaid expenses		112
Investment in trust account		349,899

Total assets acquired at fair value		350,090
Less liabilities assumed:
Accounts payable and accrued liabilities		159
Deferred underwriter’s fee		7,700

Purchase price	$	342,231


2.	Pro Forma Adjustments

Adjustments included in the column under the heading “Pro Forma Adjustments” in the unaudited pro forma condensed combined financial statements correspond to the following descriptions:

Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet

(A) To record the release of BPW’s restricted cash equivalents held in a trust account and transfer to cash and cash equivalents. This pro forma presentation assumes that no stockholder of BPW exercises their conversion rights, which would convert their common shares for a pro rata share of the cash then held in the trust account, including their pro rata portion of the deferred underwriters’ fee and other adjustments, prior to the effectiveness of the merger. The holders of up to 35% (minus one share) of the outstanding BPW common stock could properly exercise this conversion right and the merger could still be approved by the BPW stockholders.

(B) To remove the historical equity accounts of BPW and common stock subject to possible redemption.

(C) To record the payment of $7.7 million and adjustment of $2.3 million (see pro forma adjustment (D) below) to additional paid-in capital related to deferred underwriters’ fees related to BPW’s initial public offering which is payable upon completion of the merger at a lower amount than the amount accrued in the historical BPW balance sheet.

(D) To record the issuance of Talbots common stocks and warrants to BPW stockholders and warrantholders as a result of the merger and warrant exchange offer. The exchange ratio in the merger was assumed to be based on 1.325 shares of Talbots common stock for each share of BPW common stock. Adjustments also assumed the exchange of 50% of the outstanding public BPW warrants for Talbots common stock, and the exchange of 50% of the outstanding public BPW warrants for new warrants to purchase Talbots common stock. The terms of the new Talbots warrants were accounted for based on an agreed term sheet, which does not indicate any further adjustments to the number of shares of Talbots common stock underlying the new Talbots warrants, and indicates that new Talbots warrants will be immediately exercisable upon completion of the merger, and will settle only in shares of Talbots common stock.

Based on the assumptions in the paragraph above and the approval by 100% of BPW’s stockholders, approximately 56.3 million shares of Talbots’ common stock with a par value of $0.01 per share would be issued in the merger. As described above, the estimated purchase price is equal to the net monetary assets of BPW, or $342.2 million. Accordingly, the 56.3 million shares of Talbots’ common stock would be estimated at $342.2, with $0.6 million recorded as common stock and $341.6 recorded as an increase in paid-in capital.

(E) To record the payment to AEON for its existing debt arrangements with Talbots, deferred financing costs, accrued interest, third party borrowings, and repurchase of Talbots common stock held by AEON.

(F) To record the cash paid for merger transaction costs.

(G) To record a valuation allowance on the deferred tax assets of BPW (see pro forma adjustment (D) above).

(H) To record the borrowing by Talbots in immediately available funds under the revolving credit facility contemplated by the GE Capital commitment letter.

(I) To record the payment of related financing costs associated the revolving credit facility contemplated by the GE Capital commitment letter.

(J) To record the cash paid for registering and issuing new securities.

Notes to the Unaudited Condensed Combined Statement of Operations

(K) In connection with the merger, Talbots anticipates incurring non recurring merger expenses of $29.6 million (see pro forma adjustment (F) above), which are not reflected in the pro forma adjustments in the statement of operations.

(L) To reverse interest expense and amortization of deferred financing cost related to the AEON related party term loan and third party debt eliminated upon the completion of the merger and related transactions. To reflect interest expense and amortization of deferred financing cost related to the new credit facility based on the initial borrowing under this facility upon the merger. Interest expense under the new credit facility will be at a floating rate based on LIBOR or the prime rate at the Company’s option. The pro forma interest expense is based on the prime rate option of 3.25% and 6.12%, respectively, in 2009 and 2008. A one-eighth (1/8) fluctuation in the interest rate will result in an increase or decrease of $200,000 in annual interest expense based on the assumed borrowing of $160.0 million at closing.

(M) To reverse the effect of interest income due associated with the BPW assets used to repay debt obligations upon completion of the merger.

(N) To provide a valuation allowance on deferred tax benefit for the period.

(O) To adjust the weighted average shares outstanding for the 56,316,483 shares issued to BPW’s common stockholders (assuming 100% of BPW’s stockholders approve the merger), net of the 29,921,829 shares repurchased from AEON. As a result of the loss from continuing operations, the 23.2 million warrants to purchase shares

of Talbots common stock assumed to be issued in the merger did not impact the loss from continuing operations per share, as these securities would be antidilutive for all periods presented.


3.	Subsequent Event

On December 28, 2009, Talbots executed an Amended and Restated Secured Revolving Loan Agreement with AEON, Co., Ltd., the Company’s indirect majority shareholder (“AEON”), which amends and restates the $150 million secured revolving loan agreement with AEON dated April 10, 2009. Pursuant to the agreement, the principal amount of the earlier $150 million secured credit facility has been increased to $250 million (“Amended Facility”).

On December 29, 2009, Talbots borrowed $245 million under the Amended Facility which was used to repay all of the Company’s outstanding third party bank indebtedness, related interest, and other costs and expenses.

The Amended Facility has a scheduled maturity date of the earlier to occur of (i) April 16, 2010 or (ii) the consummation of the merger with BPW, the repurchase of AEON’S equity interest in the Talbots and repayment of all outstanding debt owed to AEON, provided that the merger transaction together with any concurrent financing result in sufficient net cash proceeds to enable the Talbots to make full repayment of its AEON debt.

Interest on the loan made pursuant to the Amended Facility remains at a variable rate equal to LIBOR plus 6.00%. LIBOR refers to the one-month London interbank offer rate expressed as a percentage rate per annum. Interest on the loan will be payable monthly in arrears.

COMPARATIVE MARKET VALUE OF SECURITIES

Talbots common stock is quoted on the NYSE under the symbol “TLB.” BPW common stock is quoted on the NYSE Amex under the symbol “BPW.” The following table shows the closing prices of Talbots common stock and BPW common stock as reported on December 7, 2009, the last trading day prior to public announcement of the merger, on December 8, 2009, the date of the public announcement of the merger, and on January 25, 2010, the last practicable date prior to the date of this document. This table also shows the implied value of the merger consideration proposed for each share of BPW common stock, which was calculated by multiplying the closing price of Talbots common stock on the relevant date by the exchange ratio.


	Closing Price of		Closing Price of		Implied Value of Merger
	Talbots Common Stock		BPW Common Stock		Consideration

As of December 7, 2009	$	7.21	$	9.85	$	9.54
As of December 8, 2009	$	8.23	$	10.32	$	10.89
As of January 25, 2010	$	11.05	$	10.69	$	11.25

The market price of Talbots common stock and BPW common stock will fluctuate prior to the special meeting and before the merger is completed, which will affect the implied value of the merger consideration to BPW stockholders. You should obtain current market quotations for the shares.

COMPARATIVE PER SHARE DATA

The following table shows, for the nine months ended September 30, 2009 and the year ended December 31, 2008, selected per share information for BPW common stock on a historical and pro forma equivalent basis, and for the thirty-nine weeks ended October 31, 2009 and the year ended January 31, 2009, selected per share information for Talbots common stock on a historical and pro forma combined basis. Except for the historical information as of and for the year ended December 31, 2008, in the case of BPW, and as of and for the year ended January 31, 2009, in the case of Talbots, the information in the table is derived from unaudited information. You should read the data with the historical consolidated financial statements and related notes of Talbots and the historical financial statements and related notes of BPW contained in their respective Annual Reports on Form 10-K for the year ended January 31, 2009, in the case of Talbots, and December 31, 2008, in the case of BPW, which have been incorporated in this document by reference, as well as the unaudited pro forma condensed combined financial statements and related notes contained in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 19. The following data is not necessarily indicative of future operations of the combined company.

The pro forma equivalent data for BPW are calculated by multiplying the pro forma combined (loss) income from continuing operations per share, pro forma dividends declared per share and pro forma book value by the exchange ratio so that the per share amounts are equated to the respective values for one share of BPW common stock. Based on the recent closing market price of Talbots common stock on December 18, 2009, the assumed exchange ratio in the merger is 1.3235 shares of Talbots common stock for one (1) share of BPW common stock. The pro forma combined statement of operations data assumes the merger and related events were consummated on February 3, 2008, the beginning of Talbots’ 2008 fiscal year. The pro forma combined balance sheet data assumes the merger was consummated on the respective balance sheet date.


	BPW						Talbots
				Pro Forma						Pro Forma
	Historical			Equivalent			Historical			Combined

(Loss) Income from Continuing Operations Per Share
Basic
Nine Months Ended September 30, 2009	$	(0.01	)
Year Ended December 31, 2008	$	0.07
Thirty-Nine Weeks Ended October 31, 2009				$	(0.20	)	$	(0.44	)	$	(0.15	)
Year Ended January 31, 2009				$	(2.24	)	$	(2.61	)	$	(1.69	)
Diluted
Nine Months Ended September 30, 2009	$	(0.01	)
Year Ended December 31, 2008	$	0.06
Thirty-Nine Weeks Ended October 31, 2009				$	(0.20	)	$	(0.44	)	$	(0.15	)
Year Ended January 31, 2009				$	(2.24	)	$	(2.61	)	$	(1.69	)
Cash Dividends Declared Per Share
Nine Months Ended September 30, 2009		None
Year Ended December 31, 2008		None
Thirty-Nine Weeks Ended October 31, 2009								None
Year Ended January 31, 2009				$	0.48		$	0.52		$	0.36
Book Value Per Share
September 30, 2009	$	5.30
December 31, 2008	$	5.30
October 31, 2009				$	1.90		$	(3.46	)	$	1.44
January 31, 2009				$	2.10		$	(3.22	)	$	1.59

RISK FACTORS

In addition to the other information included in and incorporated by reference into this document, including the risk factors and other information set forth in the Quarterly Report on Form 10-Q of Talbots for the quarterly period ended October 31, 2009, filed with the SEC on December 10, 2009, the Annual Report on Form 10-K of Talbots for the fiscal year ended January 31, 2009, filed with the Securities and Exchange Commission on April 16, 2009, and the Annual Report on Form 10-K of BPW for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on March 30, 2009, and the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors before deciding whether to vote for the approval and adoption of the merger agreement and the transactions it contemplates, in the case of BPW stockholders. For further discussion of these and other risk factors, please see Talbots’ and BPW’s periodic reports and other documents incorporated by reference into this document. See “Where You Can Find More Information”, beginning on page 104.

Members of BPW’s and Talbots’ management and certain directors of BPW and Talbots have interests in the merger that are different from, or in addition to, your interests.

Executive officers of BPW negotiated the terms of the merger agreement with Talbots, and the BPW board of directors approved the merger, and recommended that its stockholders vote to approve and adopt the merger agreement and the merger. In considering the information contained in this document, you should be aware that some members of BPW’s management and certain members of its board of directors have economic interests in the merger that are different from, or in addition to, the interests of BPW, including that Talbots has agreed to pay in the aggregate advisory fees of approximately $9,000,000 to Perella Weinberg, an affiliate of PWPA, under existing engagement letters between Perella Weinberg and Talbots for financial advisory and financing related services to Talbots and the Talbots audit committee, all of which is contingent upon the completion of the merger and the related financing, or any similar transactions engaged in by Talbots. BPW is not a party to these engagements and will not pay any fees to Perella Weinberg in connection with the merger or the related transactions. As a result, such fees were not described in the prospectus issued by BPW in connection with its initial public offering. Consequently, it is possible that a BPW stockholder who purchased BPW units in the initial public offering and who still holds its BPW units at the time of the merger, without seeking to convert their BPW common stock into a pro rata portion of the trust account, could attempt to seek rescission of its purchase of the BPW units that such BPW stockholder acquired in the initial public offering or otherwise seek damages. You should also be aware that some members of Talbots’ management and certain members of its board of directors have economic interests in the merger different from, or in addition to, your interests as a stockholder of BPW. Please see “The Merger Proposal — Interests of Certain BPW Directors and Officers in the Merger” and “The Merger Proposal — Interests of Certain Talbots Directors and Officers in the Merger.”

If BPW stockholders do not approve the pre-closing certificate amendment proposal, there may not be sufficient time to complete the merger before BPW’s corporate existence terminates.

BPW’s certificate of incorporation provides that BPW’s corporate existence will terminate on February 26, 2010. The pre-closing certificate amendment proposal is a proposal to amend BPW’s certificate of incorporation so that BPW’s corporate existence will terminate on April 26, 2010 (or up to August 26, 2010 if further extended by a BPW stockholder vote), rather than February 26, 2010. BPW is proposing the pre-closing certificate amendment to reduce the likelihood that BPW’s corporate existence will terminate prior to the completion of the merger and the transactions contemplated by the merger agreement. If the pre-closing certificate amendment proposal is not approved, BPW’s corporate existence may cease before BPW and Talbots have had sufficient time to satisfy the conditions to the completion of the merger agreement, in which case the merger would not be completed.

The completion of the merger is subject to a number of conditions that are outside the control of Talbots and BPW, including a financing condition.

The completion of the merger is subject to a number of conditions as described in the section of this document entitled “The Merger Agreement — Conditions to Completion of the Merger.” These conditions include, but are not limited to:


	•	receipt of financing in such principal amount that, together with the net proceeds of amounts in BPW’s trust account and other available cash, it will have all necessary funds to consummate the transactions contemplated by the merger agreement, including the repayment in full of all amounts due or outstanding in respect of (i) all financing agreements between AEON and Talbots, (ii) the Support Letter (Financial), dated as of April 9, 2009, from AEON to Talbots, and the Letter of Support, dated as of April 9, 2009, from AEON to Talbots and (iii) all Third Party Credit Facilities (as defined in the AEON agreement in Appendix D to this document), to pay related fees and expenses and to have, immediately following the consummation of the transactions contemplated by the merger agreement, cash on hand or available to be borrowed under one or more bank credit facilities in an amount sufficient to fund ordinary course working capital and other general corporate purposes. For more information, see “The Debt Commitment Letter”,

	•	the completion of the warrant exchange offer, which will not be completed unless holders of at least 90% of the BPW warrants participate in the exchange offer and the other conditions to the warrant exchange offer are satisfied. For more information, see “The Warrant Exchange Offer”, and

	•	the continued effectiveness, and performance of the parties under, the AEON agreement and the BPW sponsors’ agreement. Notwithstanding certain contractual rights of BPW and Talbots under these agreements, neither BPW nor Talbots controls AEON or the BPW sponsors. For more information, see “The AEON Repurchase, Repayment and Voting Agreement” and “The BPW Sponsors’ Agreement.”

The completion of the merger is also subject to a number of other conditions, including the receipt of approval from BPW’s stockholders, certain governmental approvals and the absence of a material adverse effect upon Talbots.

If the total number of shares of BPW common stock for which conversion rights have been exercised exceeds 35% of the shares of BPW common stock issued in its initial public offering, the merger will not be completed.

BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of 35% or more of the outstanding shares of BPW common stock issued in BPW’s initial public offering vote, on a cumulative basis, against either the pre-closing certificate amendment proposal or the merger proposal, or both, and properly exercise their rights to convert their shares of BPW common stock to cash. Additionally, under the terms of the merger agreement, it is a condition to the parties’ obligation to complete the merger that holders of no more than 35% of the outstanding shares of BPW common stock issued in BPW’s initial public offering exercise their conversion rights.

Failure to complete the merger may result in the liquidation of BPW and adversely affect Talbots.

BPW’s certificate of incorporation requires BPW to complete the merger, or another business combination, by February 26, 2010 (unless extended by stockholder vote, including by approval of the pre-closing certificate amendment proposal). If BPW fails to complete the merger or another business combination during this time period, BPW’s corporate existence will automatically cease, except for the purposes of winding up BPW’s affairs and liquidating. If BPW liquidates before completing the merger or another business combination, we expect that the per share liquidation distribution would be approximately $9.96 because of the expenses of BPW’s initial public offering, BPW’s general and administrative expenses and the costs incurred in seeking the merger or another business combination. In addition, BPW and Talbots may suffer other adverse consequences if the merger is not completed, including that the business of each party may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus on the merger, without realizing any of the anticipated benefits of the merger.

The merger agreement limits Talbots’ and BPW’s ability to pursue alternatives to the merger.

Under the merger agreement, Talbots must complete the merger if the conditions of the merger agreement are satisfied, and Talbots is not permitted to terminate the merger agreement to pursue an alternative proposal from a third party or to enter into any agreement relating thereto, even if such proposal or agreement is more attractive to Talbots stockholders than the merger. Talbots’ majority stockholder, AEON, has voted in favor of issuing Talbots common stock to BPW stockholders in the merger, and no other approval is required from Talbots stockholders in connection with the merger.

The merger agreement also restricts BPW’s ability to pursue alternatives to the merger. For a description of these restrictions, please see the section of this document entitled “The Merger Agreement — BPW’s Agreement Not to Solicit Other Offers.” These restrictions could prevent BPW from engaging in a transaction that may be more beneficial to the stockholders of BPW and the BPW warrantholders than the merger.

The shares of Talbots common stock to be received by BPW stockholders as a result of the merger will have different rights from the shares of BPW common stock.

Upon the completion of the merger, BPW stockholders will become Talbots stockholders and their rights as stockholders will be governed by the organizational documents of Talbots. The rights associated with BPW common stock are different from the rights associated with Talbots common stock. Please see “Comparison of Rights of Talbots and BPW Stockholders.”

The opinion obtained by BPW from Financo will not reflect changes in circumstances prior to the merger.

The BPW board of directors has obtained a fairness opinion, dated as of December 8, 2009, from Financo Securities, LLC, or Financo. BPW has not obtained nor will obtain an additional updated fairness opinion prior to completion of the merger. Changes in the operations and prospects of Talbots or BPW, respectively, general market and economic conditions and other factors that may be beyond the control of BPW and Talbots, and on which the fairness opinion was based, may alter the value of Talbots or BPW or the price of shares of Talbots common stock or BPW common stock by the time the merger is completed. The fairness opinion does not speak to any date other than the date of such opinion, and as such, the opinion will not address whether the merger consideration to be paid to the public holders of BPW common stock in the merger is fair to the public holders of BPW common stock from a financial point of view at any date after the date of such opinion, including at the time the merger is completed. For a description of the opinion that the BPW board of directors received from Financo, see “The Merger Proposal — Opinion Rendered by Financo to the BPW Board of Directors”.

The GE Capital credit facility combined with cash flows from operations may not be sufficient to support operations.

As a specialty retailer dependent upon consumer discretionary spending, Talbots has been adversely affected by recent economic conditions, which have substantially impacted sales, margins, cash flows, liquidity, results of operations and financial condition. While the funding received through the completion of the merger and related credit facility with GE Capital are expected to eliminate approaching debt maturities and assist in the recapitalization of the Company, it does not provide assurance that the current economic environment will improve in the near future or that Talbots will generate positive cash flows from operations. The GE Capital credit facility allows for a maximum borrowing of $200 million, $40 million of which is not available until after the completion of the merger. Going forward, the Company’s ability to operate profitably and to generate positive cash flows is dependent upon many factors, including improvement in economic conditions and consumer spending and Talbots’ ability to successfully execute their long term financial plan and strategic initiatives. In the event cash flows are not sufficient to support operations, it is uncertain whether the credit facility will be able to provide levels of cash in the amounts or at the time needed. As such, the merger and refinancing does not provide assurance that Talbots’ cash flows from operations will be sufficient to support itself without additional financing or credit availability. There can be no assurance that these alternatives, if needed, would be successfully implemented, in which case it could materially adversely affect the company, its liquidity and results of operations.

There is no assurance that Talbots will have any agreed minimum level of cash upon consummation of the merger.

BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of 35% or more of the outstanding shares of BPW common stock issued in BPW’s initial public offering properly exercise their rights to convert their shares of BPW common stock to cash. However, if holders of less than 35% of the outstanding shares of BPW common stock issued in BPW’s initial public offering properly exercise their rights to convert their shares of BPW common stock to cash and the merger is consummated, there is no assurance that the net proceeds of the contemplated financings, together with the net proceeds of amounts in BPW’s trust account and other available cash, will be sufficient to consummate the transactions contemplated by the merger agreement, to pay related fees and expenses and to have cash on hand or available to be borrowed under one or more bank credit facilities in an amount sufficient to fund ordinary course working capital and other general corporate purposes for any minimum period following the consummation of the transactions contemplated by the merger agreement. For more information, see “The Debt Commitment Letter.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference certain forward-looking statements, including statements about the financial condition, results of operations, earnings outlook and prospects of Talbots and BPW and the benefits of the merger between Talbots and BPW, which are subject to numerous assumptions, risks and uncertainties. These forward-looking statements are found at various places throughout this document, including in the section entitled “Risk Factors” beginning on page 30. You can find many of these statements by looking for words such as “plan,” “believe,” “expect,” “intent,” “anticipate,” “estimate,” “project”, “potential,” “possible” or other similar expressions. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including:


	•	any changes in economic conditions,

	•	competitive pressures on product pricing and services,

	•	the effect of governmental regulations, including the possibility that there are unexpected delays in obtaining regulatory approvals,

	•	the failure to obtain approval of BPW’s stockholders,

	•	the effect of litigation on the companies or the completion of the merger, and/or

	•	other risks discussed and identified in public filings with the Securities and Exchange Commission made by BPW or Talbots.

All forward-looking statements included in this document are based on information available at the time of this document. Neither BPW nor Talbots assumes any obligation to update any forward-looking statement.

For additional information about factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, please see the reports that BPW and Talbots have filed with the Securities and Exchange Commission as described in “Where You Can Find More Information” beginning on page 104.

THE BPW SPECIAL MEETING

This document is being furnished to BPW stockholders by BPW’s board of directors in connection with the solicitation of proxies from the holders of BPW common stock for use at the special meeting of BPW stockholders and any adjournments or postponements of the special meeting. This document also is being furnished to BPW stockholders as a prospectus of Talbots in connection with the issuance of Talbots of shares of Talbots common stock to BPW stockholders in the merger.

Together with this document, we are also sending you a notice of the BPW special meeting and a form of proxy that is solicited by the BPW board of directors. The BPW special meeting will be held at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019, on February 24, 2010 at 10:00 a.m., local time.

Matters to Be Considered

The purpose of the BPW special meeting is to consider and vote on:


	•	a proposal to approve an amendment to BPW’s Amended and Restated Certificate of Incorporation, which we refer to as the BPW certificate of incorporation, to extend BPW’s corporate existence by two months, to twenty-six months in total from the date of its initial public offering. We refer to this proposal as the “pre-closing certificate amendment proposal;”

	•	a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2009, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., as such agreement may be amended from time to time, and the transactions that it contemplates. We refer to this proposal as the “merger proposal;”

	•	a proposal to approve the amendment and restatement, effective upon the completion of the merger, of BPW’s certificate of incorporation to the certificate of incorporation set forth on Appendix C of this document, which amended and restated certificate of incorporation will provide for the perpetual existence of BPW and will eliminate provisions of the BPW certificate of incorporation that related to BPW’s operation as a blank check company. We refer to this proposal as the “post-closing certificate amendment proposal;” and

	•	a proposal to approve the adjournment of the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposal. We refer to this proposal as the “adjournment proposal.”

Proxies

Each copy of this document mailed to holders of BPW common stock is accompanied by a form of proxy with instructions for voting by mail. If you hold stock in your name as a stockholder of record and are voting by mail, you should complete and return the proxy card accompanying this document to ensure that your vote is counted at the special meeting, or at any adjournment or postponement of the special meeting, regardless of whether you plan to attend the special meeting. If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker.

If you hold your stock in your name as a stockholder of record, you may revoke any proxy at any time before it is voted by signing and returning a proxy card with a later date, delivering a written revocation letter to BPW’s Secretary, or by attending the special meeting in person, notifying the Secretary that you are revoking your proxy, and voting by ballot at the special meeting.

Any stockholder entitled to vote in person at the special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying the Secretary) of a stockholder at the

special meeting will not constitute revocation of a previously given proxy. Written notices of revocation and other communications about revoking your proxy should be addressed to:

BPW Acquisition Corp.
750 Washington Blvd.
Stamford, Connecticut 06901
(203) 653-5800
Attn: Richard J. Jensen
Senior Vice President and Secretary

If your shares are held in “street name” by a bank or broker, you should follow the instructions of your bank or broker regarding the revocation of proxies.

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with the instructions you provide on the proxy card. If you return your signed proxy card without indicating how to vote on any particular proposal, the BPW common stock represented by your proxy will be voted on that proposal consistent with the recommendation of the BPW board of directors. According to the BPW amended and restated bylaws, only business within the purpose or purposes described in the notice of special meeting may be conducted at the meeting.

YOU MUST AFFIRMATIVELY VOTE AGAINST THE PRE-CLOSING CERTIFICATE AMENDMENT PROPOSAL OR THE MERGER PROPOSAL AND DEMAND THAT BPW CONVERT YOUR SHARES INTO CASH NO LATER THAN THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF THE SPECIAL MEETING TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST ELECT TO HAVE THOSE SHARES CONVERTED TO CASH ON THE PROXY CARD AT THE SAME TIME YOU VOTE AGAINST THE PRE-CLOSING CERTIFICATE AMENDMENT PROPOSAL OR THE MERGER PROPOSAL, AND PRIOR TO THE SPECIAL MEETING EITHER DELIVER YOUR STOCK CERTIFICATES TO BPW’S TRANSFER AGENT OR DELIVER YOUR SHARES ELECTRONICALLY TO BPW’S TRANSFER AGENT USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. YOU MUST ALSO PROVIDE, OR HAVE YOUR BANK OR BROKER PROVIDE, MELLON INVESTOR SERVICES LLC WITH THE NECESSARY STOCK POWERS, WRITTEN INSTRUCTIONS THAT YOU WANT TO CONVERT YOUR SHARES, AND A WRITTEN CERTIFICATE ADDRESSED TO MELLON INVESTOR SERVICES LLC STATING THAT YOU WERE THE OWNER OF SUCH SHARES AS OF THE RECORD DATE, YOU HAVE OWNED SUCH SHARES SINCE THE RECORD DATE AND YOU WILL CONTINUE TO OWN SUCH SHARES THROUGH THE DATE OF THE BPW SPECIAL MEETING (OR THE COMPLETION OF THE MERGER, IF YOU VOTED AGAINST THE MERGER PROPOSAL), NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 23, 2010.

Solicitation of Proxies

In accordance with the merger agreement, the cost of proxy solicitation for the BPW special meeting will be borne by BPW. BPW has also made arrangements with Morrow & Co., LLC to assist it in soliciting proxies and have agreed to pay $15,000, plus reasonable expenses for these services. If necessary, individuals affiliated with BPW, who will not be specially compensated, may solicit proxies from BPW stockholders, either personally or by telephone, facsimile, letter or other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. BPW will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on January 15, 2010 and will provide customary reimbursement to such firms for the cost of forwarding these materials.

Talbots, BPW and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies. In addition, the underwriters of BPW’s initial public offering, including Citigroup Global Markets, Inc., or Citigroup, may provide assistance to Talbots, BPW and their respective directors and executive officers, and may be deemed to be participants in the solicitation of proxies. In connection with entering into the merger agreement, BPW entered into an agreement with Citigroup pursuant to which the deferred underwriting fees payable by BPW at the completion of the merger were reduced by approximately 50%. As a result, $7,700,000 of

the underwriting commissions relating to BPW’s initial public offering are deferred pending completion of BPW’s initial business combination, and BPW stockholders are advised that the underwriters have a financial interest in the successful outcome of the proxy solicitation. In addition, BPW has engaged Citigroup as its capital markets adviser in connection with the merger whereby, pursuant to an engagement letter dated as of December 7, 2009 and in addition to any deferred underwriting commissions payable to Citigroup in connection with BPW’s initial public offering, BPW has agreed to pay to Citigroup an advisory fee of $2,500,000 promptly upon completion of the merger.

Record Date

The close of business on January 15, 2010 has been fixed as the record date for determining BPW stockholders entitled to receive notice of and to vote at the special meeting. At that time, 41,176,471 shares of BPW common stock were outstanding, held by fewer than ten holders of record.

Quorum

There must be a quorum in order to conduct voting at the special meeting. Under the amended and restated bylaws of BPW, holders of a majority of the shares outstanding and entitled to vote must be present in person or by proxy to constitute a quorum. All shares of BPW common stock represented at the meeting, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted at the BPW special meeting.

Vote Required

Each share of BPW common stock outstanding on the record date and entitled to vote entitles the holder to one vote on each matter to be voted upon by stockholders at the special meeting. Approval of the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock, provided that a majority of shares of BPW common stock issued in BPW’s initial public offering and present and entitled to vote at the special meeting are voted in favor of the merger proposal. In addition, BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of 35% or more of the outstanding shares of BPW common stock issued in BPW’s initial public offering vote, on a cumulative basis, against either the pre-closing certificate amendment proposal or the merger proposal, or both, and properly exercise their rights to convert their shares of BPW common stock to cash. Approval of the adjournment proposal requires the affirmative vote of a majority of the outstanding shares of BPW common stock that are represented at the special meeting and entitled to vote thereon. Failing to vote or abstaining from voting with respect to any proposal other than the adjournment proposal will have the same effect on that proposal as a vote against that proposal.

The BPW board of directors urges BPW stockholders to promptly vote by completing, dating and signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope, or, if you hold your shares in “street name” through a bank or broker, by following the instructions of your bank or broker.

If you hold your stock in your name as a stockholder of record, you may complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible or vote in person at the BPW special meeting. If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the voting instruction form included with these materials and forwarded to you by your bank or broker. The voting instruction form provides instructions on voting by mail, telephone or on the Internet.

As of the record date, directors and executive officers of BPW had the right to vote approximately 6,176,471 shares of BPW common stock, or approximately 15% of the outstanding BPW common stock entitled to vote at the special meeting.

PWPA and BNYH are the sponsors of BPW and have entered into the BNYH agreement, pursuant to which PWPA will acquire BNYH upon the completion of the merger. PWPA and BNYH have also entered the BPW

sponsors’ agreement with BPW and Talbots under which, subject to the terms and conditions of that agreement, PWPA, on behalf of itself and BNYH has agreed to, among other things:


	•	surrender an aggregate of 1,776,498 shares of BPW common stock at the same time as the completion of the merger for no consideration,

	•	in connection with the merger proposal and the pre-closing certificate amendment proposal, vote all of its shares of BPW common stock that it acquired prior to BPW’s initial public offering in accordance with the majority of the votes cast by the holders of shares of common stock issued in BPW’s initial public offering, and vote any shares of BPW common stock acquired by it in the open market in favor of the merger proposal and the pre-closing certificate amendment proposal and vote all its shares of BPW common stock in favor of the post-closing certificate amendment proposal and the adjournment proposal,

	•	exchange, at the completion of the merger, warrants to purchase BPW shares for Talbots common stock, at an exchange ratio of one warrant to purchase shares of BPW common stock for a number of shares of Talbots common stock equal to one-tenth of the quotient (rounded to the nearest ten-thousandth) obtained by dividing $11.25 by the average Talbots closing price, subject to a maximum of 0.13235 shares of Talbots common stock and a minimum of 0.0900 shares of Talbots common stock for each warrant, and

	•	subject to exceptions described below in this document, restrict the transfer of all shares of Talbots common stock held by it for 180 days after completion of the merger.

Except for the 1,776,498 shares of BPW common stock held by the sponsors that will be surrendered for no consideration, all shares of BPW common stock held by the sponsors will be exchanged for shares of Talbots common stock based on the floating exchange ratio in the merger.

The non-sponsor founders have entered into an agreement with BPW and Talbots, pursuant to which the non-sponsor founders have agreed to surrender 76,443 shares of BPW common stock at or prior to completion of the merger for no consideration, and to exchange, at the completion of the merger, warrants to purchase shares of BPW common stock for shares of Talbots common stock on the same terms as the sponsors, discussed above.

In connection with BPW’s initial public offering, BPW entered into letter agreements with each of PWPA and BNYH upon the completion of BPW’s initial public offering pursuant to which they agreed that none of PWPA, BNYH, nor any of their respective affiliates would be entitled to receive any fees or other compensation of any kind in connection with BPW’s initial business combination (other than reimbursement of out-of-pocket expenses). Perella Weinberg, an affiliate of PWPA, was engaged by Talbots in February 2009 to advise on refinancing Talbots’ existing indebtedness and on related strategic alternatives in general. For services rendered with respect to strategic alternatives between February 2009 and September 2009 Talbots paid Perella Weinberg compensation of $2,500,000. In September 2009, following AEON’s notice to Talbots that AEON desired to divest its debt and equity interests in Talbots assuming AEON could identify and structure an appropriate transaction, Perella Weinberg was separately engaged by the Talbots audit committee to assist in exploring strategic alternatives for Talbots. The total compensation payable by Talbots to Perella Weinberg as a result of the BPW transaction, including the related GE Capital credit facility, is approximately $9,000,000 for services with respect to strategic alternatives. Such compensation is contingent upon the closing of the applicable transactions or any similar transactions engaged in by Talbots. The fee arrangements between Talbots and Perella Weinberg apply equally to any similar transactions engaged in by Talbots whether or not involving BPW. BPW is not a party to these engagements and will not pay any fees to Perella Weinberg in connection with the merger or the related transactions. BPW and BNYH have acknowledged Talbots’ engagement of Perella Weinberg and consented to the payment of such fees in the BPW sponsors’ agreement.

incentive awards for these key employees is proposed to be made contingent on the completion of the merger, and a separate portion of the 2009 annual incentive program would be based on achieving certain 2009 operating financial results (and not contingent on the closing of the merger). In addition, the key employees would receive a special grant of restricted stock units. The aggregate anticipated 2009 annual bonus and retention payments to Talbots executive officers that would be proposed to be made contingent on the completion of the merger is $5,000,000, one-third of which would be expected to be awarded in cash and two-thirds of which would be awarded in the form of a grant of special restricted stock units. Approximately $4,000,000 of such payments are currently proposed to be made to Talbots named executive officers, with the specific allocations yet to be determined.

Recommendation of the BPW Board of Directors

The BPW board of directors has approved and adopted the pre-closing certificate amendment, the post-closing certificate amendment and the merger agreement and the transactions it contemplates, including the merger. The BPW board of directors determined that the pre-closing certificate amendment, the post-closing certificate amendment and the merger agreement and the transactions it contemplates are in the best interests of BPW and its stockholders. The BPW board of directors unanimously recommends that the BPW stockholders vote “FOR” each of the pre-closing certificate amendment proposal, the merger proposal, the post-closing certificate amendment proposal and the adjournment proposal. For a more detailed discussion of the BPW board of directors’ recommendation, see “The Merger Proposal — BPW’s Reasons for the Merger; Recommendation of the BPW Board of Directors” on page 47.

Attending the Special Meeting

All holders of BPW common stock as of the record date, including stockholders of record and stockholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the special meeting. Stockholders of record can vote in person at the special meeting. If you are not a stockholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring a form of personal photo identification with you in order to be admitted to the special meeting. BPW reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification.

Conversion Rights

If you are a holder of shares of BPW common stock issued in its initial public offering, you have the right to vote against either the pre-closing certificate amendment proposal or the merger proposal or both and to receive a cash payment for your BPW shares if the proposal against which you voted is approved by BPW stockholders (and the merger is completed, if you voted against the merger proposal) and you otherwise properly exercise your conversion rights.

To exercise your conversion rights, you must:


	•	demand that BPW convert your shares into cash by marking the appropriate space on the proxy card and submitting it no later than 5:00 p.m., New York City time on February 23, 2010,

	•	deliver your stock certificates, or deliver your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, to Mellon Investor Services LLC no later than 5:00 p.m., New York City time on February 23, 2010,

	•	vote against the pre-closing certificate amendment proposal or the merger proposal or both,

	•	continue to hold your shares of BPW common stock through the date of the BPW special meeting (or the completion of the merger, if you voted against the merger proposal), and,

	•	provide, or have your bank or broker provide, Mellon Investor Services LLC with the necessary stock powers, written instructions that you want to convert your shares, and a written certificate addressed to


		Mellon Investor Services LLC stating that you were the owner of such shares as of the record date, you have owned such shares since the record date and you will continue to own such shares through the date of the BPW special meeting (or the completion of the merger, if you voted against the merger proposal), no later than 5:00 p.m., New York City Time, on February 23, 2010.

If you do not follow these instructions, your shares will not be converted. In addition, even if you follow these instructions, your shares will not be converted unless you voted against one of the proposals described above and BPW stockholders approved that proposal (and the merger is completed, if you voted against the merger proposal). Any demand for conversion, once made, may be withdrawn at any time until 5:00 p.m., New York City time, on February 23, 2010 by submitting a new proxy card that does not include a marking in the appropriate space thereon.

If you properly exercise your conversion rights in connection with the pre-closing certificate amendment proposal only, your shares will be converted into an amount of cash equal to your pro rata share of the cash then in BPW’s trust account, subject to certain adjustments as described in this document. BPW will pay you this cash promptly following approval of the pre-closing certificate amendment proposal. If you properly exercise your conversion rights in connection with the merger proposal only, or both the merger proposal and the pre-closing certificate amendment proposal, your shares will be converted into an amount of cash equal to your pro rata share of the cash then in BPW’s trust account, subject to certain adjustments as described in this document. BPW will pay you this cash promptly following completion of the merger.

INFORMATION ABOUT THE COMPANIES

The Talbots, Inc.

The Talbots, Inc. is a leading specialty retailer and direct marketer of women’s apparel, shoes and accessories. At the end of the first quarter of 2009, Talbots operated 586 Talbots brand stores in 47 states, the District of Columbia, and Canada. As of January 31, 2009, Talbots operated its business in two segments: retail stores and direct marketing. Talbots’ retail stores are located in 47 states, the District of Columbia and Canada under the Talbots brand name. As of January 31, 2009, Talbots operated a total of 587 stores under the Talbots brand name. Talbots direct marketing segment includes Talbots’ catalog and Internet channels. Since 1948, Talbots has used its direct marketing business to offer customers convenience in ordering Talbots brand merchandise. As of January 31, 2009, Talbots had approximately 12,100 Talbots brand employees of whom approximately 2,900 were full-time salaried employees, approximately 1,300 were full-time hourly employees, and approximately 7,900 were part-time hourly employees.

The mailing address of Talbots’ principal executive offices is One Talbots Drive, Hingham, Massachusetts 02043 and its telephone number is (781) 749-7600.

BPW Acquisition Corp.

BPW completed its initial public offering on February 26, 2008. Simultaneously with the initial public offering, BPW completed a private sale of warrants to purchase 8,600,000 shares of BPW common stock to BPW’s sponsors, which we refer to as the sponsors’ warrants. Approximately $348,650,000 million of the proceeds of the initial public offering and the sale of the sponsors warrants was placed in a trust account immediately following the initial public offering. If BPW completes a business combination, the amounts held in the trust account will be released to BPW. As of December 8, 2009, $349,406,151.01 million was held in the trust account. If the merger proposal is approved and the merger is completed, a portion of the funds held in the trust account will be used to pay BPW’s aggregate costs, fees and expenses in connection with the completion of an initial business combination (including deferred underwriting fees), tax obligations, and BPW stockholders who vote against the pre-closing certificate amendment proposal and/or against the merger proposal and properly exercise their conversion rights. In connection with entering into the merger agreement, BPW entered into an agreement with Citigroup pursuant to which the deferred underwriting fees payable by BPW at the completion of the merger were reduced by approximately 50%.

The mailing address of BPW’s principal executive office is 750 Washington Street, Stamford, Connecticut 06901 and its telephone number is (203) 653-5800.

Tailor Acquisition, Inc.

Tailor Acquisition, Inc., or Merger Sub, a Delaware corporation, is a direct, wholly owned subsidiary of Talbots. Merger Sub was formed by Talbots to complete the merger. In the merger, Merger Sub will merge with and into BPW and Merger Sub will cease to exist.

The mailing address of Merger Sub’s principal executive office is One Talbots Drive, Hingham, Massachusetts 02043 and its telephone number is (781) 749-7600.

THE CERTIFICATE AMENDMENT PROPOSALS

The Pre-closing Certificate Amendment Proposal

BPW’s certificate of incorporation provides that BPW’s corporate existence will terminate on February 26, 2010. The pre-closing certificate amendment proposal is a proposal to amend BPW’s certificate of incorporation so that BPW’s corporate existence will terminate on April 26, 2010 (or up to August 26, 2010 if further extended by a BPW stockholder vote), rather than February 26, 2010. The change to the date upon which BPW’s corporate existence will cease is the only change to the BPW certificate of incorporation that will be made if the pre-closing certificate amendment proposal is approved. BPW is proposing the pre-closing certificate amendment to reduce the likelihood that BPW’s corporate existence will terminate prior to the completion of the merger and the transactions contemplated by the merger agreement.

The pre-closing certificate amendment is attached as Appendix B to this document and is incorporated in this document by reference. You are encouraged to read the pre-closing certificate amendment in its entirety.

The BPW board of directors determined that the pre-closing certificate amendment is advisable and in the best interests of BPW and its stockholders, and unanimously recommends that the BPW stockholders vote “FOR” the pre-closing certificate amendment.

The Post-closing Certificate Amendment Proposal

The post-closing certificate amendment is attached as Appendix C to this document and is incorporated in this document by reference. You are encouraged to read the post-closing certificate amendment in its entirety.

The BPW board of directors determined that the post-closing certificate amendment is advisable and in the best interests of BPW and its stockholders, and unanimously recommends that the BPW stockholders vote “FOR” the post-closing certificate amendment.

THE MERGER PROPOSAL

Background of the Merger

BPW is a blank check company that was organized under the laws of the State of Delaware on October 12, 2007. BPW was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. After the completion of BPW’s initial public offering on February 26, 2008, BPW commenced efforts to identify and evaluate potential acquisitions with the objective of completing a business combination. BPW evaluated a number of potential opportunities since that time. Many did not fit BPW’s screening criteria, while some were eliminated due to an insufficient enterprise value, different valuation expectations among the parties, fundamental business attributes or other reasons.

Beginning at the end of 2008, Talbots had been considering various options to improve the maturity schedule and terms of the outstanding indebtedness Talbots owed to AEON and to third parties. In connection with this, Perella Weinberg was retained by Talbots at the beginning of 2009 to evaluate various alternatives for refinancing the outstanding indebtedness that was coming due in the near term. As part of this review, Talbots began preliminary discussions with various financial institutions, including GE Capital, with respect to a potential asset based financing.

During the fall of 2009, the management of Talbots was focused specifically on addressing maturities coming due in December 2009, January 2010 and April 2010 and on its ability to make such payments or to otherwise refinance these loans on acceptable terms. In the course of various discussions with Talbots pertaining to these upcoming maturities during September, AEON and Talbots’ current third party lenders indicated an unwillingness to extend any such maturities past their due dates. Talbots and Perella Weinberg continued discussions with GE Capital following GE Capital’s expressing interest in providing financing to Talbots.

On September 26, 2009, AEON contacted Talbots to inform Talbots that AEON desired to divest its debt and equity interests in Talbots in advance of the April 2010 debt maturities, assuming AEON could identify and structure an appropriate transaction. AEON indicated that it was in preliminary discussions with a potential purchaser of AEON’s equity and debt and was seeking assistance from Talbots in executing a possible sale transaction. In response, the Talbots audit committee convened multiple times over the next several days to discuss the foregoing and to appoint Perella Weinberg, given its familiarity with Talbots, its debt structure and its discussions with GE Capital, as financial advisor to the audit committee and Dewey & LeBoeuf LLP, or Dewey & LeBoeuf, as its legal counsel. At an audit committee meeting on October 1, 2009, the audit committee instructed Perella Weinberg to seek and consider alternative strategic transactions and refinancing transactions which would address Talbots’ upcoming debt maturities and, to the extent possible, provide a means for AEON to divest its equity ownership of Talbots and to have its loans to Talbots repaid in full prior to the April 2010 debt maturities. During a number of subsequent conference calls with the Talbots audit committee, Perella Weinberg advised the audit committee that given the economic climate and market conditions in retail in particular, a business combination transaction, including an outright sale, or a traditional equity offering, would be difficult to effect on favorable terms.

On October 13, 2009, the Talbots audit committee met with members of Talbots’ senior management, Perella Weinberg and Dewey & LeBoeuf. At this meeting, Perella Weinberg reviewed with the Talbots audit committee the terms of a potential asset based financing being discussed with GE Capital. Perella Weinberg indicated that AEON had expressed its support of the GE Capital financing, subject to approval by AEON’s board of directors. At the same meeting, the Talbots audit committee discussed the possibility that a Talbots business combination with a special purpose acquisition company, or a SPAC, with sufficient cash in trust, could achieve both Talbots’ and AEON’s goals because it would provide the refinancing sought by the Company, the exit desired by AEON as well as the business combination that SPACs are formed to pursue. The Talbots audit committee discussed the possibility of a transaction with a SPAC and reviewed a list of potential SPACs that had sufficient cash in trust. Following discussion, the Talbots audit committee requested that Perella Weinberg contact the SPACs discussed to evaluate potential interest in a transaction with Talbots and invite written proposals. Following the Talbots audit committee meeting on October 13, 2009 and on October 14, 2009, Perella Weinberg made initial contact with four SPACs,

including BPW, that had not announced a transaction and had sufficient cash in trust. Only BPW expressed an interest in potentially pursuing a potential transaction.

On October 17, 2009, the Talbots audit committee met to discuss the results of Perella Weinberg’s survey of SPACs, and instructed Perella Weinberg to continue exploratory discussions with BPW. Following the October 17 meeting of the Talbots audit committee, BPW and Perella Weinberg had preliminary discussions regarding the structure and the timing of submitting a proposal for a potential transaction, and on October 19, 2009, BPW sent Talbots a non-binding letter outlining certain aspects of a potential transaction. Subsequently, BPW and Talbots entered into a mutual confidentiality agreement and exchanged preliminary due diligence material.

On October 20, 2009, the Talbots audit committee met with its advisors and, at the invitation of the Talbots audit committee, certain members of Talbots’ senior management. At this meeting, Perella Weinberg reviewed with the Talbots audit committee the terms of the written proposal submitted by BPW. Given BPW’s affiliation with Perella Weinberg, the Talbots audit committee deemed it advisable to engage an independent financial advisor unaffiliated with BPW to provide financial advisory services, negotiate with BPW and explore whether other refinancing or strategic alternatives might be available. At an audit committee meeting on the next day, Perella Weinberg informed the Talbots audit committee that GE Capital had indicated that it was unwilling to proceed with an asset based financing in its current form.

On October 26, 2009, the Talbots audit committee engaged Barclays Capital Inc., which we refer to as Barclays, to serve as an independent financial advisor to the audit committee. Following Barclays’ engagement, Barclays, on behalf of the Talbots audit committee, conducted negotiations with BPW with respect to the financial and other significant terms of a potential transaction with BPW. Discussions between Talbots and its independent advisors and BPW and its advisors continued through the end of October. Barclays also undertook an analysis of possible alternatives to a transaction with BPW.

On November 5, 2009, executives of BPW and Talbots, together with their representatives, met at the New York offices of Barclays to conduct introductory due diligence on Talbots’ business and discuss the possibility of a transaction. Throughout November, BPW, Talbots and their respective advisors had numerous meetings and discussions regarding the structural, financial and other significant terms of the proposed transaction, including on November 8, November 11, and November 13, 2009, and BPW conducted a due diligence review of Talbots. During this time, AEON reiterated its intention to divest its equity interests in and be repaid in full for its loans to Talbots. In this regard, the Talbots audit committee and Barclays determined that, in addition to the potential transaction with BPW, a contemporaneous third party loan would be required to generate sufficient proceeds to concurrently consummate the merger, repay and refinance all outstanding indebtedness, owed both to AEON and to third party lenders, and to retire all of AEON’s equity interests in Talbots. Accordingly, the Talbots audit committee instructed Perella Weinberg and Barclays to attempt to resume discussions with GE Capital with regard to an asset based financing, which, to the extent GE Capital required it, could be conditioned upon the completion of the BPW transaction.

On November 18, BPW’s board of directors authorized its audit committee, composed entirely of independent directors, to retain a financial valuation firm in connection with the potential transaction with Talbots, and on November 20, BPW entered into an engagement agreement with Financo pursuant to which Financo would provide a fairness opinion to BPW.

Throughout the rest of the month of November, BPW, Talbots and their respective independent advisors continued to discuss a potential transaction. Also during this time, the BPW board of directors met regularly and received updates from BPW management on the progress of these preliminary discussions and BPW’s board of directors authorized BPW management to continue these discussions. Similarly, the Talbots audit committee met regularly and received updates from and provided guidance to its legal and independent financial advisors with respect to these preliminary discussions and resumed discussions with GE Capital.

Beginning on November 21, BPW and its counsel, Wachtell, Lipton, Rosen & Katz and Akin Gump Strauss Hauer & Feld LLP, and the Talbots audit committee and its counsel, Dewey & LeBoeuf, began discussions regarding documentation for a potential transaction, including a draft merger agreement and draft repurchase and support agreement with AEON. Also, representatives of Talbots and BPW regularly discussed a potential transaction, including at a meeting of BPW management with the Talbots audit committee and its independent

advisors on November 22, and at a meeting of representatives of BPW and Financo with members of management of Talbots regarding business diligence and the potential transaction on December 1. Representatives of Talbots also discussed and met with representatives of AEON on several occasions to consider the proposed transaction and the terms on which AEON’s equity and debt in Talbots would be repurchased and retired in connection with the completion of the proposed transaction. A meeting of the Talbots board of directors was held on November 22 to discuss a potential transaction with BPW and alternatives. The meeting was also attended by certain members of management and advisors of Talbots, the legal and financial advisors of the Talbots audit committee and certain members of management and advisors of AEON. On that same day, the Talbots audit committee and its independent advisors met with a third party that had expressed preliminary interest in discussing a purchase of AEON’s interests.

In early December, representatives of BPW and Talbots continued discussions and preliminarily agreed to present to their respective boards a proposed transaction in which Talbots would acquire BPW in an all stock transaction through a merger of Talbots’ wholly owned subsidiary with and into BPW. Continuing extensive discussions between Talbots and AEON and their respective advisors, and between Talbots and BPW and their respective advisors, resulted in a proposed floating exchange ratio in which each BPW common share would be exchanged for between 0.9000 - 1.3235 shares of Talbots common stock, resulting in an implied value of $11.25 in Talbots stock per BPW common share so long as Talbots common stock trades between approximately $8.50 and $12.50 during a pricing period prior to the BPW special meeting. The parties also discussed the terms of a proposed warrant exchange offer in which all public BPW warrantholders would be asked to exchange their warrants for Talbots common stock or Talbots warrants on new terms (as described under the section of this document entitled “The Warrant Exchange Offer”), and an agreement by BPW’s sponsors and directors to surrender in connection with completing the merger a total of 1,852,941 of their shares of BPW common stock for no consideration, and to exchange warrants to purchase shares of BPW common stock for shares of Talbots common stock at an exchange ratio in which each warrant to purchase shares of BPW common stock would receive one-tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger. In addition, AEON indicated its willingness to consider a transaction in which it would exchange its entire equity stake in Talbots for a nominal amount, and would be repaid in full on all of the outstanding indebtedness of Talbots it held as of the closing of the merger. In connection with considering these terms, each company and its respective advisors continued to review and exchange drafts of definitive documentation, including the merger agreement, the AEON agreement and the BPW sponsors agreement.

On December 3, 2009, at a meeting of the Talbots audit committee, Barclays advised the Talbots audit committee that Barclays did not believe that any refinancing or strategic alternatives, other than the proposed merger with BPW and the related GE Capital financing, could be entered into and announced in advance of the December 2009 debt maturities. The potential lack of funds to pay such maturities and the inability to obtain waivers from any lenders or substitute financing without an announced transaction would have required Talbots to seek to borrow under a $150 million working capital facility entered into with AEON and to document and borrow under a new facility with AEON pursuant to a commitment by AEON delivered on April 9, 2009. The Talbots audit committee directed its advisors to continue negotiations with both BPW and GE Capital.

Over the next several days, Barclays and Dewey & LeBoeuf continued to negotiate the terms and agreements with BPW’s advisors. During this period, BPW indicated that it was essential to BPW that AEON approve the transaction by written consent, in order to provide more certainty and to expedite the approval process. At the direction of the audit committee, Talbots’ advisors also continued to negotiate the terms of an asset based financing with GE Capital in order to have sufficient proceeds, together with BPW cash, to refinance all outstanding Talbots indebtedness and retire AEON’s equity by April 17, 2010, the date at which the AEON commitments would mature and amounts owing to AEON would become due.

On the evening of December 6, the BPW board of directors convened telephonically to discuss the transaction and the status of negotiations. At this meeting, BPW management reviewed with the board the proposed terms discussed with Talbots and AEON, and described the status of discussions on the merger agreement, the AEON agreement, the BPW sponsors agreement and the status of the GE Capital financing documents, as well as financial and other information regarding the transaction and Talbots. Financo discussed its analyses to date and indicated it would continue work on its fairness analysis for the audit committee of the BPW board of directors in advance of the parties reaching agreement on a definitive transaction. In addition, BPW’s management and advisors reviewed the

status of due diligence with the board of directors. The BPW board of directors engaged in an extensive discussion regarding these matters and authorized BPW management to continue discussions with Talbots to reach agreement on a merger transaction.

In the afternoon of December 7, the Talbots audit committee met telephonically to review the status of the negotiations and the terms of the proposed transaction with BPW. Dewey & LeBoeuf reviewed the terms of the merger agreement, including the conditions to closing, as well as the AEON agreement and the BPW sponsors’ agreement, the GE Capital commitment letter and all other ancillary agreements, and the proposed actions to be taken by the Talbots audit committee and its legal duties in connection therewith, noting that the audit committee had formally met on more than 20 occasions as part of the process, and engaged in numerous other discussions outside of such formal meetings. Barclays then discussed the financial terms of the proposed transactions. After extensive discussion with the Talbots audit committee’s independent advisors regarding the terms of the merger agreement and related agreements and the transactions contemplated thereby, the Talbots audit committee unanimously determined that the merger agreement, the merger, the stock issuance in connection therewith and the other transactions contemplated thereby or being undertaken in connection therewith, including the GE Capital commitment letter and the repurchase agreement with AEON, were advisable, fair to and in the best interests of Talbots’ public stockholders and voted to approve the applicable agreements and transactions and to recommend to the board of directors that the board of directors affirm and ratify the audit committee’s approval and approve the merger agreement, the AEON agreement, the GE Capital commitment letter, all related documents, and the transactions contemplated thereby or undertaken in connection therewith. The Talbots audit committee also approved the applicable agreements and transactions for purposes of Section 203 of the DGCL and resolved to recommend that the board of directors affirm and ratify such approval.

The Talbots board of directors then convened multiple times on the evening of December 7 to discuss the status of negotiations and, after an update on the negotiations, determined to reconvene early in the morning New York time on December 8 to allow further time to review the latest changes to the transaction documents. During this time, the advisors to the Talbots audit committee also negotiated certain terms of the transaction with advisors to AEON. As planned, the Talbots board of directors reconvened in the morning on December 8. Present at the meeting were members of Talbots’ senior management, AEON and financial and legal advisors who advised on the legal and financial terms of the merger and the related transactions. At this meeting, the Talbots audit committee presented its recommendation that a transaction be agreed to on the terms presented to the Talbots board of directors and briefly reviewed the basis of its recommendation. The Talbots board of directors then discussed further the terms of the transaction. Following this, Trudy F. Sullivan, the President and Chief Executive Officer of Talbots, and the Talbots directors nominated by AEON, all recused themselves from the vote. The Talbots board of directors, acting solely through the members of the Talbots audit committee, resolved that the merger agreement, the merger, the stock issuance in connection therewith and the other transactions contemplated thereby or being undertaken in connection therewith, including the GE Capital commitment letter and the repurchase agreement with AEON, were advisable, fair to and in the best interests of Talbots public stockholders and voted to affirm and ratify the audit committee’s approval of the applicable documents and transactions and to approve the merger agreement, the merger, the stock issuance in connection therewith and the other transactions contemplated thereby or being undertaken in connection therewith, including the GE Capital commitment letter and the repurchase agreement with AEON. Further, the board of directors, acting solely through the members of the Talbots audit committee, voted to affirm and ratify the Talbots audit committee’s approval of, and to approve, the applicable agreements and the transactions for purposes of Section 203 of the DGCL.

On the evening of December 7, the BPW board of directors convened telephonically to review the status of negotiations, and reconvened in the morning of December 8. At this meeting BPW management reviewed the results of discussions and communicated to the BPW board of directors that preliminary agreement had been reached on the proposed terms for the merger. Financo then discussed the financial analyses it had performed regarding Talbots and the proposed transaction. Financo then orally delivered its opinion that, as of that date, and based upon and subject to specified factors, limitations and assumptions described to the board, the merger consideration to be paid to the public holders of BPW common stock in the merger is fair to the public holders of BPW common stock from a financial point of view. Wachtell Lipton described the terms of the merger agreement, including the conditions to closing, as well as the AEON agreement and the BPW sponsors’ agreement. Akin Gump

then described the proposed actions to be taken by the BPW board of directors and its legal duties in connection therewith. The board of directors engaged in extensive discussion with management and its advisors regarding the terms of the merger agreement and related agreements and the transactions contemplated thereby. Following such discussion, the audit committee of the BPW board of directors, on the basis of the discussions and presentations at the meeting, then unanimously recommended that the full board of directors approve the transaction. After consideration by the board of directors, on motions duly made and seconded, the full board of directors unanimously resolved that the merger agreement is advisable, fair to and in the best interest of BPW stockholders and voted to approve and adopt the merger agreement and the merger and recommend that BPW stockholders adopt the merger agreement. In approving the merger agreement and related transactions, the BPW board of directors was aware that Perella Weinberg, an affiliate of its sponsor PWPA, had been engaged by Talbots to provide financial advisory services and would be paid certain fees upon completion of the merger as described under “Interest of Certain BPW Directors and Officers in the Merger.” The BPW board of directors also discussed that, due to the conditions to closing the merger, including receiving the necessary vote of BPW stockholders and conducting the BPW warrant exchange offer, and the time required to satisfy these conditions, it would be in the best interests of BPW and its stockholders to extend the term of BPW’s existence by two months, as contemplated by Section 9.5 of the BPW certificate of incorporation. As a result, the BPW board of directors approved the extension of the term of BPW’s existence by two months, to twenty-six months in total from the date of its initial public offering and resolved to recommend that its stockholders approve the pre-closing certificate amendment proposal.

Following the approval of each company’s board of directors, the parties executed the merger agreement and transaction documentation early on the morning of December 8, 2009. Also at this time AEON executed a written consent voting all of its shares of Talbots common stock, constituting approximately 54% of the shares of Talbots common stock issued and outstanding on such date, in favor of the issuance of Talbots common stock in the merger. Prior to the opening of the financial markets in New York City on December 8, 2009, the transactions contemplated by the merger agreement and the AEON agreement were announced in press releases by BPW and Talbots.

BPW’s Reasons for the Merger; Recommendation of the BPW Board of Directors

In arriving at its determination to approve the merger and its terms, BPW’s board of directors relied on an analysis and/or review of a number of factors, including, but not limited to:


	•	information with respect to the financial condition, results of operations and business of Talbots, on both a historical and prospective basis,

	•	its belief regarding Talbots’ attractive current stock valuation relative to its future prospects,

	•	the Talbots’ management team’s quality and strength as well as its turnaround plan for the Talbots business,

	•	the exchange ratio and other financial terms in the merger, including the agreement with AEON relating to retiring its debt and equity stakes in Talbots, and the belief of the BPW board of directors that the merger would result in more value per share of BPW common stock than the cash proceeds per share held in the trust account on behalf of the BPW stockholders,

	•	the fact that Talbots’ capital structure will be substantially deleveraged as a result of the transactions contemplated by the merger agreement and the AEON agreement, and that BPW stockholders could be able to benefit from this deleveraged structure and other improvements in Talbots’ business resulting from any future successes in executing on its turnaround plan by receiving Talbots common stock in the merger,

	•	the fairness opinion provided by Financo, which is more fully described below under “The Merger Proposal — Opinion Rendered by Financo to the BPW Board of Directors”,

	•	the fact that BPW’s sponsors agreed to surrender for no consideration an aggregate of 1,776,498 shares of BPW common stock, and BPW’s non-sponsor founders agreed to surrender for no consideration an aggregate of 76,443 shares of BPW common stock, or 30% of the total number of shares they received in connection with the initial public offering of BPW, upon completion of the merger, and


	•	the fact that, in connection with entering into the merger, BPW negotiated an amendment to their existing underwriting agreement with Citigroup, such that the total deferred underwriting fees payable to Citigroup upon completion of the merger will be $7,700,000, rather than $15,400,000 as was contemplated by the original terms of the agreement entered into in connection with BPW’s initial public offering.

BPW’s board of directors believes that each of the above factors supported its determination and recommendation to approve the merger. In addition, BPW’s board of directors reviewed a number of additional factors in evaluating the merger with Talbots, including, but not limited to, the terms and conditions of the merger agreement and related transaction documents and the results of BPW’s legal, technology, accounting and other due diligence review of Talbots. BPW’s board of directors also considered the following potentially negative factors, among others, in its deliberations concerning the merger:


	•	the competitive nature of the industry in general,

	•	the possibility that the benefits anticipated from the merger might not be achieved or might not occur as rapidly or to the extent currently anticipated, and

	•	the fact that certain officers and directors of BPW may have interests in the merger that are different from, or are in addition to, the interests of BPW stockholders generally, including the matters described under “The Merger Proposal — Interests of Certain BPW Directors and Officers in the Merger” below.

The foregoing discussion of the information and factors considered by the BPW board of directors is not intended to be exhaustive, but includes the material factors considered by the BPW board of directors. In view of the variety of factors considered in connection with its evaluation of the merger agreement, the AEON agreement, the BPW sponsors’ agreement, and the other transactions contemplated by the merger agreement and other transaction documents, the BPW board of directors did not find it practicable to, and did not, quantify or otherwise assign specific weights to the factors considered in reaching its determination and recommendation. In addition, each of the members of the BPW board of directors may have given differing weights to different factors. On balance, the BPW board of directors believed that the positive factors discussed above outweighed the negative factors discussed above.

The BPW board of directors determined that the merger is in the best interests of BPW and its stockholders and has unanimously approved the merger agreement and the transactions it contemplates.

Opinion Rendered by Financo to the BPW Board of Directors

Financo was retained by BPW, acting through the audit committee (comprised solely of independent members) of the BPW board of directors, to render a fairness opinion to BPW in connection with the proposed merger. On December 8, 2009, Financo delivered a written opinion to the BPW board of directors stating that, as of such date, based upon and subject to the assumptions made, matters considered, and limitations on Financo’s review as set forth in Financo’s opinion, the merger consideration to be paid to the public holders of BPW common stock in the merger is fair to the public holders of BPW common stock from a financial point of view. The opinion was issued and approved by the fairness opinion committee of Financo.

Financo’s opinion was for the use and benefit of the BPW board of directors in its consideration of the transaction and does not constitute a recommendation as to how any holder of shares of BPW common stock should vote on the merger or any related matter.

The full text of Financo’s opinion, which sets forth the assumptions made, general procedures followed, matters considered and limits on the review undertaken, is included as Appendix E to this document. The summary of Financo’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion. You are urged to read Financo’s opinion carefully and in its entirety.

In rendering its opinion, Financo reviewed and analyzed all the information it deemed necessary and appropriate, including:


	•	a draft merger agreement,

	•	a draft AEON agreement,


	•	a draft BPW sponsors’ agreement,

	•	such publicly available information concerning Talbots and BPW which Financo believed to be relevant to its inquiry,

	•	financial and operating information with respect to the business, operations and prospects of Talbots furnished to Financo by BPW and Talbots and their respective advisors,

	•	a trading history of the shares of BPW common stock for the period ending December 7, 2009,

	•	the amounts held in the BPW trust account for the benefit of the public holders of BPW common stock,

	•	a trading history of the shares of Talbots common stock for the period ending December 7, 2009 and a comparison of that trading history with those public companies Financo deemed relevant and comparable,

	•	the valuation multiples for certain public companies that Financo deemed relevant and that are in lines of business similar to Talbots,

	•	a comparison of the proposed financial terms of the merger with the financial terms of certain other transactions that Financo deemed relevant,

	•	the projected free cash flows of Talbots in conducting a discounted cash flow analysis of Talbots, and

	•	such other financial studies, analyses and investigations as Financo deemed appropriate.

In addition, Financo had discussions with the management and staff of BPW and Talbots and their respective advisors concerning the business and operations, assets, present condition and future prospects of Talbots, and undertook such other studies, analyses and investigations as Financo deemed relevant and appropriate.

In rendering its opinion, Financo assumed and relied upon, without independent verification, the accuracy and completeness of all financial and other information (including the representations and warranties contained in the merger agreement) and data publicly available or provided to or otherwise reviewed by or discussed with Financo. Further, Financo has relied upon the assurances of the managements of each of Talbots and BPW and their respective advisors (other than Financo) that they were unaware of any facts that would make such information, data or material provided to or otherwise reviewed by or discussed with Financo incomplete or misleading. Financo did not subject such information, data or material to either (i) any independent review by Financo or a third party of any kind or (ii) an audit in accordance with generally accepted accounting attestation standards or the Statement on Standards for Prospective Financial Information issued by the American Institute of Certified Public Accountants.

In addition, Financo assumed and relied upon the reasonableness and accuracy of any of Talbots’ financial projections, forecasts and analyses provided to Financo by Talbots and BPW, and assumed that such projections, forecasts and analyses were reasonably prepared in good faith and on bases reflecting the best available judgments and estimates of Talbots’ or BPW’s respective managements. Accordingly, Financo did not express an opinion or any other form of assurance on, and assumed no responsibility for, the accuracy, completeness or correctness (or, in the case of projections, forecasts and analyses or the assumptions upon which they may be based, the achievability) of such information.

Talbots’ independent auditors have not compiled, examined, or performed any procedures with respect to the prospective financial information referred to below, nor have they expressed any opinion or any other form of assurance on such information or its achievability and assume no responsibility for such information.

Financo did not conduct a physical inspection of the properties and facilities of Talbots or BPW, and has not reviewed any of the books and records of Talbots or BPW. The preparation of Financo’s opinion did not include a detailed review of any of Talbots or BPW transactions, and the Financo opinion cannot be expected to identify errors, irregularities or illegal acts.

Financo’s opinion assumed that the transactions contemplated by the merger agreement, the sponsors’ agreement and the AEON agreement will be completed upon their respective terms without waiver or modification of any of the material terms or conditions as contained in the drafts of those documents referred to in the opinion,

and that the final form of each of the merger agreement, the sponsors’ agreement and the AEON agreement were substantially similar in all material respects to the drafts of such documents reviewed by Financo.

Financo’s opinion was necessarily based upon market and other conditions and circumstances as they existed and could be evaluated as of the date of the opinion. Financo informed the BPW board of directors that subsequent changes and conditions may affect its opinion and that Financo did not have any obligation to update, revise or reaffirm its opinion. Financo’s opinion is limited to the opinion that, as of the date of the opinion, the merger consideration to be paid to the public holders of BPW common stock in the merger is fair to the public holders of BPW common stock from a financial point of view.

Financo’s opinion does not address the relative merits of the merger as compared to any other opportunity that might be available to BPW. Financo expressed no opinion as to the fairness of any consideration paid in connection with any other transactions or agreements contemplated under the merger agreement, including the warrant exchange offer and any consideration paid to the BPW sponsors. Financo did not provide advice concerning the structure of the merger, the specific amount of the merger consideration, or any other aspects of the merger, or provide any services other than the delivery of the opinion. Financo did not participate in negotiations with respect to the terms of the merger and related transactions and assumed without independent investigation that such terms were the most beneficial terms from BPW’s perspective that could under the circumstances be negotiated among the parties to such transactions, and Financo expressed no opinion as to whether any alternative transaction might have resulted in terms and conditions more favorable to BPW or its stockholders than those contemplated by the merger agreement. Furthermore, the opinion does not address the underlying business decision by BPW to engage in the merger.

In addition, Financo’s opinion does not address, the fairness, financial or otherwise, of (i) the amount or nature of any compensation or consideration to be paid to the sponsors of BPW, BPW’s officers, directors, or employees, or any class of such persons, whether relative to the compensation to be paid to or received by any other person or otherwise, or (ii) any other consideration to be paid to or received by the holders of any class of securities, creditors or other constituencies of the merger or the warrant exchange offer, other than the public holders of shares of BPW common stock.

Financo expressed no opinion as to the price at which shares of BPW common stock will trade at any time. Furthermore, Financo assumed that any opinions, counsel, or interpretations in matters that required legal, accounting, insurance, tax or other similar professional advice have been obtained from the appropriate professional sources, and Financo relied, with BPW’s consent, on the assessment by BPW and its advisers (other than Financo), as to all legal, regulatory, accounting, insurance, and tax matters with respect to BPW and the merger.

The following is a summary of the presentation Financo delivered to the BPW board of directors on December 8, 2009 with respect to the analyses performed by Financo in evaluating whether, as of December 8, 2008, the merger consideration to be paid to the public holders of BPW common stock in the merger is fair to the public holders of BPW common stock from a financial point of view.

The summary includes information presented in tabular format. In order to understand fully the financial analyses used by Talbots, these tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The following quantitative information, to the extent it is based on market data, is, except as otherwise indicated, based on market data as it existed on or prior to December 4, 2009, and is not necessarily indicative of current or future market conditions.

Comparable Public Companies Analysis

Financo considered the trading and operating performance of public mall-based specialty retail companies that Financo deemed to be comparable to Talbots, based on performance metrics measured over the latest four fiscal quarters, referred to as LTM, as well as consensus research analysts’ estimates for the calendar years 2009 (“2009E”) and 2010 (“2010E”). Financo evaluated comparability in size, scope and scale as well as the industry sector in which the companies operate.

Financo selected the following publicly traded mall-based specialty apparel retailers that offer merchandise under their own brands, as Financo believed that these companies most accurately reflect the nature of Talbots’ business. Certain publicly traded specialty apparel retailers that offer merchandise under their own brands were not

included as comparable companies, for reasons including, but not limited to, differences in pricing strategy, targeted customer profiles and location strategy.


	•	Abercrombie & Fitch Co.,

	•	Aéropostale, Inc.,

	•	AnnTaylor Stores Corporation,

	•	bebe stores, inc.,

	•	Cache, Inc.,

	•	Charming Shoppes, Inc.,

	•	Chico’s FAS, Inc.,

	•	Christopher & Banks Corporation,

	•	Coldwater Creek Inc.

	•	The Dress Barn, Inc.,

	•	The Gap, Inc.,

	•	Guess?, Inc.,

	•	J. Crew Group, Inc.,

	•	New York & Company, Inc., and

	•	The Wet Seal, Inc.

The financial information reviewed by Financo for these companies in the course of this analysis was based on historical financial information available as of December 4, 2009 and market data as of December 4, 2009. For each of the selected comparable companies and for Talbots, Financo derived and compared, among other things:


	•	the ratio of the company’s total enterprise value based on the company’s closing price per common share on December 4, 2009, referred to as TEV, to its LTM sales revenue, 2009E sales revenue and 2010E sales revenue, and

	•	the ratio of the company’s TEV on December 4, 2009, to 2009E EBITDA and 2010E EBITDA (For purposes of Financo’s analyses, “EBITDA” means earnings before interest, taxes, depreciation and amortization, as adjusted for one-time unusual charges and non-recurring items),

Financo did not derive valuation ranges based on the EBIT or EPS metrics or on LTM EBITDA because Talbots’ LTM and 2009E EBIT and EPS, as well as Talbots’ LTM EBITDA, were negative and Talbots’ 2010E EBIT and EPS levels were too small in magnitude to result in a meaningful valuation range. The following table sets forth the multiples for each comparable company:

Common Share Price as a Multiple of:

LTM of

Sales

2009E Sales

2010E Sales

2009E

2010E

Revenue

EBITDA

Talbots

0.65

0.66

0.65

11.6

6.4

Abercrombie & Fitch Co.

0.88

0.89

0.82

7.3

5.5

Aéropostale, Inc.

0.80

0.77

0.71

4.1

3.8

AnnTaylor Stores Corporation

0.43

7.3

5.3

bebe stores, inc.

0.27

0.30

7.2

4.4

Cache, Inc.

0.10

4.7

1.6

Charming Shoppes, Inc.

0.26

0.27

5.0

N/A


	Common Share Price as a Multiple of:
	LTM of
	Sales			2009E Sales			2010E Sales			2009E			2010E
	Revenue			Revenue			Revenue			EBITDA			EBITDA

Chico’s FAS, Inc.		1.27	x		1.24	x		1.16	x		10.5	x		7.2	x
Christopher & Banks Corporation		0.28	x		0.29	x		0.29	x		17.1	x		6.4	x
Coldwater Creek Inc.		0.36	x		0.37	x		0.36	x		10.2	x		5.9	x
The Dress Barn, Inc.		0.79	x		0.76	x		0.73	x		6.7	x		N/A
The Gap, Inc.		0.93	x		0.93	x		0.91	x		5.8	x		5.5	x
Guess?, Inc.		1.92	x		1.86	x		1.73	x		10.5	x		9.3	x
J. Crew Group, Inc.		1.99	x		1.88	x		1.73	x		12.6	x		10.8	x
New York & Company, Inc.		0.23	x		0.24	x		0.23	x		9.4	x		3.5	x
The Wet Seal, Inc.		0.32	x		0.32	x		0.31	x		5.2	x		4.0	x
High		1.99	x		1.88	x		1.73	x		17.1	x		10.8	x
Median		0.54	x		0.55	x		0.54	x		7.3	x		5.5	x
Average		0.72	x		0.71	x		0.67	x		8.5	x		5.7	x
Low		0.10	x		0.10	x		0.10	x		4.1	x		1.6	x

Based on the above information for the comparable companies, Financo applied a selected range of multiples to corresponding metrics of Talbots. The selected range of multiples used in the comparable company analysis differed from the statistical high and low multiples shown above in two ways. First, Financo identified characteristics of publicly traded companies that made them more or less comparable to Talbots with respect to each of the metrics, and which influenced the weighting of the multiples of each company in determining Financo’s concluded valuation ranges. Second, in order to determine the selected range of multiples for each metric, Financo made an adjustment to reflect Talbots’ credit card operations, which are unique to Talbots among the comparable companies. Financo valued the credit card operations of Talbots at the book value of Talbots’ credit card receivables as projected by management. After taking into account these factors, Financo used in its comparable company analysis the low/high range for each multiple identified in the column captioned “Selected Range of Multiples” below. Applying these multiples to the corresponding metrics of Talbots yielded the range of implied enterprise values of Talbots in the rightmost column below.


				Implied Talbots Enterprise
Common Share Price as a Multiple of:	Selected Range of Multiples			Valuation Range ($ million)

LTM of sales revenue		0.59x – 0.81	x		737.3 – 1,011.8
2009E sales revenue		0.61x – 0.82	x		751.7 – 1,009.0
2010E sales revenue		0.58x – 0.77	x		722.5 – 958.6
2009E EBITDA		8.1x – 10.1	x		564.0 – 702.6
2010E EBITDA		6.3x – 9.7	x		789.5 – 1,213.4

Based on the above analysis, Financo derived a range for the implied enterprise value of Talbots of between $564.0 — 1,213.4 million.

None of the comparable companies have characteristics identical to Talbots. An analysis of publicly traded comparable companies is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the public trading of the comparable companies.

Precedent Transactions Analysis

In performing its analysis of precedent transactions, Financo analyzed mall-based, specialty apparel retail transactions that occurred (or were pending) in 2007, 2008 and 2009 prior to the issuance of its fairness opinion. Financo did not exclude any mall-based specialty apparel retail transactions from this analysis.

Financo considered the following comparable transactions for its analysis:


Announcement Date	Acquiror	Target

August 24, 2009	Advent International	Charlotte Russe
June 25, 2009	The Dress Barn, Inc.	Tween Brands, Inc.
June 4, 2009	Golden Gate Capital	Eddie Bauer Holdings
June 15, 2009	Syms Corp.	Filene’s Basement
June 7, 2009	Golden Gate Capital	J. Jill
August 4, 2008	BH S&B Holdings LLC	Steve & Barry’s
February 22, 2008	Graphite Capital Management	Kurt Geiger Limited
July 27, 2007	Lee Equity Partners	Deb Shops, Inc.
July 9, 2007	Sun Capital Partners	Limited Stores
May 15, 2007	Golden Gate Capital	Express
April 12, 2007	New Wave Group AB	Cutter & Buck, Inc.
March 20, 2007	Apollo Management, L.P.	Claire’s Stores, Inc.

For each precedent transaction above, Financo derived and compared, among other things:


	•	the ratio of the TEV of the acquired company to the acquired company’s LTM sales revenue based on the latest publicly available financial statements of the acquired company prior to the announcement of the acquisition;

	•	the ratio of the TEV of the acquired company to the acquired company’s LTM EBITDA;

Financo did not derive valuation ranges based on the EBIT or EPS metrics or on LTM EBITDA because Talbots’ LTM and 2009E EBIT and EPS, as well as Talbots’ LTM EBITDA, were negative. With respect to the financial information for the companies involved in the precedent transactions analysis, Financo relied upon information from public filings and company press releases. The following table sets forth the results of these analyses of the precedent transactions above:


	TEV to LTM			TEV to 2009E
Transaction	Sales Revenue			EBITDA

Advent International/Charlotte Russe		0.38	x		6.7	x
Dress Barn/Tween Brands, Inc.		0.25	x		5.6	x
Golden Gate Capital/Eddie Bauer Holdings		0.29	x		5.7	x
Syms Corp./Filene’s Basement		0.15	x		not material
Golden Gate Capital/J. Jill		0.18	x		NA
BH S&B Holdings LLC/Steve & Barry’s		0.26	x		11.4	x
Graphite Capital Management/Kurt Geiger Limited		0.71	x		NA
Lee Equity Partners/Debt Shops, Inc.		0.81	x		7.9	x
Sun Capital Partners/Limited Stores		0.29	x		NA
Golden Gate Capital/Express		0.46	x		NA
New Wave Group AB/Cutter & Buck, Inc.		0.95	x		10.3	x
Apollo Management, L.P./Claire’s Stores, Inc.		1.99	x		9.5	x
High		1.99	x		11.43	x
Median		0.78	x		9.80	x
Average		0.71	x		9.90	x
Low		0.15	x		7.95	x

Based on the information derived for each of the precedent transactions above, Financo applied a selected range of multiples to corresponding metrics of Talbots. The selected range of multiples used in the precedent transactions analysis differed from the statistical high and low multiples shown above in two ways. Financo identified characteristics of the various acquirees that made them more or less comparable to Talbots with respect to each of the metrics, and which influenced the weighting of the multiples of each transaction in determining Financo’s concluded valuation ranges. Second, in order to determine the selected range of multiples for each metric, Financo made an adjustment to reflect Talbots’ credit card operations, which are unique to Talbots among the acquirees in the set of precedent transactions. Financo valued the credit card operations of Talbots at the book value of Talbots’ credit card receivables as projected by management. After taking into account these factors, Financo used in its precedent transaction analysis the low/high range for each multiple identified in the column captioned “Selected Range of Multiples” below. Applying these multiples to the corresponding metrics of Talbots yielded the range of implied enterprise values of Talbots in the rightmost column below.


				Implied Talbots Enterprise
	Selected Range of Multiples			Valuation Range ($ million)

TEV as a multiple of:
TEV to LTM sales revenue		0.54x - 0.74	x		674.9 - 924.4
TEV to 2009E EBITDA		8.1x -10.5	x		564.0 - 730.3

Based on the above analysis, Financo derived a range for the implied enterprise value of Talbots of between $564.0 — $924.4 million.

None of the target companies in the precedent transactions have characteristics identical to Talbots and no precedent transaction is identical to the merger. Accordingly, an analysis of precedent transactions is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the precedent transactions and other factors that could affect the respective acquisition values.

Discounted Cash Flow Analysis

Financo performed a discounted cash flow analysis to calculate a range of present values for Talbots, using a range of discount rates from 11.5% to 13.5% and EBITDA terminal multiples of 5.5x to 7.5x. In performing this analysis, Financo used management estimates provided by Talbots and also prepared an alternative case analysis based on estimates 25% lower than the estimates provided by Talbots. Financo also used the estimated balance sheet for Talbots as of January 10, 2010 provided by Talbots’ management. Financo’s discounted cash flow valuation analysis excludes financing fees and certain other transaction fees.

The internal management estimates provided by Talbots included net sales for the fiscal year ending January 29, 2011 of $1,242.7 million, which was consistent with publicly available consensus analyst estimates, and earnings for the fiscal year ending January 29, 2011 of $0.18 per share, which was higher than publicly available consensus analyst estimates. These financial estimates were prepared for internal budgeting and other purposes, and were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC, the Statement on Standards for Prospective Financial Information issued by the American Institute of Certified Public Accountants or generally accepted accounting principles. These financial estimates, as provided by Talbots at that time, were not intended as factual statements, do not reflect any results of operations for any period following the date of providing such internal estimates, and should not be relied upon as being necessarily indicative of future results, and readers of this document are cautioned not to place undue reliance on such internal financial estimates. These estimates are “forward-looking statements” and actual results may differ materially from them; see “Cautionary Note Regarding Forward-Looking Statements” on page 34.

Financo estimated a range of terminal values at the end of the forecast period by applying a range of terminal EBITDA multiples to EBITDA in the final year of the forecast period. Terminal value refers to an estimated valuation of the cash flows expected to be received after the last year in the forecast period. Financo utilized terminal EBITDA multiples of 5.5x to 7.5x, based on valuation metrics for Talbots and selected companies that exhibited similar business characteristics to Talbots’ operations. Financo utilized discount rates ranging from 11.5% to 13.5%, which range included Financo’s estimate of Talbot’s cost of equity capital derived by utilizing a

cost of equity capital analysis based on the Capital Asset Pricing Model and financial and valuation metrics for Talbots and selected companies that exhibited similar business characteristics to certain of Talbots’ operations.

Based on these assumptions, Financo derived a reference range for the implied enterprise value of Talbots of $1,050 – $1,250 million based on management estimates and $788 – $938 million based on the alternative case.

Valuation Analysis

Financo concluded that the reference range of enterprise values for Talbots was $700 million to $900 million. Financo’s concluded reference range was determined based on the quantitative valuation analyses performed, but also relies on Financo’s experience and expertise in valuing business in the retail and merchandising sector. Financo identified common themes and conclusions among the various valuation techniques and selected a range that was inclusive of the conclusions of each analysis. The value of merger consideration to be paid to the holders of BPW common stock implied by such reference range of enterprise values was then derived by Financo. In order to so derive such range of values, Financo made several calculations, including subtracting from the implied enterprise value ranges the pro forma net debt expected to be outstanding at the closing of the merger and related transactions in order to obtain an implied equity value, then subtracting from such implied equity value the estimated value of the Talbots warrants to be exchanged for BPW warrants (using the appropriate exchange ratio for warrants to be issued to BPW warrantholders in the warrant exchange) at closing of the merger and related transactions to arrive at an implied common equity value, and then dividing such implied common equity value by the expected pro forma Talbots shares outstanding (using the appropriate exchange ratio for shares issuable to BPW shareholders in the merger) as of closing of the merger and related transactions on a diluted basis using the treasury stock method (including all Talbot’s restricted stock and employee stock options). The result of such calculations resulted in a range of derived values of merger consideration to be paid to the holders of BPW common stock of $8.60 to $11.25 per BPW share.

* * *

The preceding discussion is a summary of the material financial analyses furnished by Financo to the BPW board of directors, but it does not purport to be a complete description of the analyses performed by Financo or of the presentation it delivered to the BPW board of directors. The preparation of financial analyses and fairness opinions is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. Financo made no attempt to assign specific weights to particular analyses or factors considered, but rather made qualitative judgments as to the significance and relevance of all the analyses and factors considered and determined to give its fairness opinion as described above. Accordingly, Financo believes that its analyses, and the summary set forth above, must be considered as a whole, and that selecting portions of the analyses and of the factors considered by Financo, without considering all of the analyses and factors, could create a misleading or incomplete view of the processes underlying the analyses conducted by Financo and its opinion.

In its analyses, Financo both made and relied upon assumptions with respect to Talbots, BPW, industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of BPW and Talbots. Any estimates contained in Financo’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by these analyses. Estimates of values of companies do not purport to be appraisals or to necessarily reflect the prices at which companies may actually be sold. Because these estimates are inherently subject to uncertainty, none of Talbots, BPW, the Talbots board of directors, the BPW board of directors, Financo or any other person assumes responsibility if future results or actual values differ materially from the estimates.

Financo’s analyses were prepared solely as part of Financo’s analysis of whether, as of the date of the opinion, the merger consideration to be paid to the public holders of BPW common stock in the merger is fair to the public holders of BPW common stock from a financial point of view. The opinion of Financo was one of a number of factors taken into account by BPW’s board of directors in making its determination to approve the merger, including those described elsewhere in this document.

Financo is an investment banking firm that, as part of its investment banking business, regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placement, and for other purposes. BPW determined to use the services of Financo because it is a recognized investment banking firm that has substantial experience in similar matters. Pursuant to its letter agreement with Financo, BPW has paid Financo fees of $350,000 in connection with rendering the fairness opinion. The payment of these fees is not contingent upon the successful completion of the transaction. Financo will not receive any other significant payment or compensation upon the successful completion of the transaction. BPW has also agreed to reimburse Financo for its reasonable direct out-of-pocket expenses incurred in connection with its engagement, including the reasonable fees and disbursements of its counsel, and to indemnify Financo against certain liabilities and expenses arising out of its engagement.

Talbots’ Reasons for the Merger; Recommendation of the Talbots Board of Directors

The Talbots board of directors, acting solely through the members of the Talbots audit committee after each of Trudy F. Sullivan and the Talbots directors nominated by AEON recused themselves from the vote, concluded that the merger agreement, the merger, the stock issuance in connection therewith, the AEON agreement, the GE Capital commitment letter and the other transaction documents, and the transactions contemplated thereby or undertaken in connection therewith are advisable and in the best interests of Talbots and its public stockholders and, accordingly, approved the merger agreement, the merger, the stock issuance in connection therewith, the AEON Agreement, the GE Capital commitment letter and the other transaction documents, and the transactions contemplated thereby or undertaken in connection therewith. In evaluating the transactions, the Talbots audit committee consulted with Talbots’ management and the audit committee’s independent financial and legal advisors, and considered the following material factors that the Talbots audit committee believes favor the transactions:


	•	the transactions provide Talbots with access to a large pool of capital that will, among other things, provide a complete exit for AEON, permit Talbots to strengthen its balance sheet, reduce its outstanding indebtedness by approximately $330 million and eliminate negative stockholder equity prior to the April 17, 2010 maturity of the AEON debt, consisting of approximately $242 million currently outstanding and any amounts subsequently borrowed pursuant to the $150 million secured revolving credit facility,

	•	the transactions and the resulting improvements in Talbots’ balance sheet will allow Talbots to seek and obtain financing, such as the GE Capital asset based financing, giving it sufficient liquidity with longer-dated maturity to enable Talbots to manage and grow its business, and is accomplished with a net increase in outstanding shares of Talbots common stock of only 8 million to a total of 26 million shares,

	•	no alternative financings were available to Talbots in the current economic environment and within the time constraints imposed by the December 31, 2009 maturity of certain debt,

	•	the transactions remove uncertainty with respect to the intentions of a majority stockholder and create a public company without a controlling stockholder,

	•	the elimination of Talbots’ majority stockholder enhances trading liquidity,

	•	the transactions would not preclude possible future business combination transactions,

	•	the Talbots audit committee’s belief that the floating exchange ratio added certainty to the proposed transactions without subjecting Talbots stockholders to the possibility of excessive dilution,

	•	the terms of the merger agreement, as described in “Description of the Merger Agreement” below; which the Talbots audit committee generally viewed as favorable to Talbots given, among other things, that:


	•	Talbots would be permitted to continue to pursue and complete certain financing transactions that would not impair or delay the ability of Talbots to complete the merger,

	•	the exchange ratio is subject to a maximum ceiling,

	•	Talbots may terminate the merger agreement if the volume weighted average price per share of Talbots common stock on the NYSE for any 15 consecutive trading days after December 8, 2009 and prior to the BPW special meeting is less than $7.556, and


	•	that Talbots’ obligations to complete the merger are conditioned on Talbots obtaining sufficient proceeds to effect all transactions contemplated by the transaction documents, including the repayment of AEON’s loans at par,


	•	the terms of the AEON agreement, including the acquisition of all common stock held by AEON in exchange for one million warrants, and

	•	the current and prospective economic and competitive environment facing the apparel retail industry generally, and Talbots in particular.

In the course of its deliberations regarding the transactions, the Talbots audit committee also identified and considered the following potentially negative factors:


	•	the potential disruption to Talbots’ business that could result from the announcement of the transactions, including the diversion of management and employee attention, employee attrition and the effect on business and customer relationships,

	•	the restrictions on the conduct of Talbots’ business prior to the completion of the transactions, generally requiring Talbots to conduct its business only in the ordinary course, subject to specific limitations, which could impact Talbots’ ability to undertake business opportunities that may arise pending completion of the transactions that have not been expressly addressed in the merger agreement,

	•	the fact that, in the near future, conditions in the debt or equity capital markets could possibly permit Talbots to access capital on more favorable terms than at present or as provided for under the transactions,

	•	the effect of the public announcement of the transactions on Talbots’ stock price if Talbots stockholders or BPW stockholders do not view the merger positively,

	•	the possibility that the transactions might not be completed due to difficulties in satisfying the conditions to the merger or the occurrence of a material adverse effect on either company’s business,

	•	the risks and costs to Talbots if the transactions do not close, and the potential effect of the resulting public announcement of termination of the merger agreement on, among other things, the market price for Talbots common stock, its operating results, its ability to attract and retain key personnel and its ability to complete an alternative transaction,

	•	the fact that Talbots may be required, under certain circumstances, to pay BPW the termination fee of $10 million and/or BPW’s expenses up to $3 million, and

	•	the fact that, subject to compliance with certain obligations under the merger agreement, the BPW board of directors is permitted to change its recommendation to the BPW stockholders and the BPW stockholders may fail to approve the merger; in addition, the BPW board of directors may explore and respond to an alternative transaction proposed by a third party that it concludes constitutes, or could reasonably be expected to constitute, a superior proposal.

The foregoing discussion of the information and factors considered by the Talbots audit committee is not intended to be exhaustive, but includes the material factors considered by the Talbots audit committee. In view of the variety of factors considered in connection with its evaluation of the merger agreement, the AEON agreement, the BPW sponsors’ agreement, the issuance of shares in the merger and the other transactions contemplated by the merger agreement and other transaction documents, the Talbots audit committee did not find it practicable to, and did not, quantify or otherwise assign specific weights to the factors considered in reaching its determination and recommendation. In addition, each of the members of the Talbots audit committee may have given differing weights to different factors. On balance, the Talbots audit committee believed that the positive factors discussed above outweighed the negative factors discussed above.

Board of Directors and Management of Talbots Following Completion of the Merger

Upon completion of the merger, the board of directors of Talbots will consist of seven members, comprised of:


	•	the President and Chief Executive Officer of Talbots as of the completion of the merger,


	•	three additional members of the Talbots board of directors immediately prior to the completion of the merger, each of whom will qualify as an “independent director” under the rules of the New York Stock Exchange, and

	•	three persons to be mutually agreed upon by BPW and the audit committee of the Talbots board of directors prior to the completion of the merger.

Upon completion of the merger, Gary M. Pfeiffer will serve as chairman of the Talbots board of directors and Trudy F. Sullivan will serve as President and Chief Executive Officer of Talbots.

Information about the current Talbots and BPW directors and executive officers can be found in the documents listed under the headings “Talbots SEC Filings” and “BPW SEC Filings” in the section entitled “Where You Can Find More Information” on page 104.

Ownership of Talbots Following the Merger

Based on the number of shares of BPW common stock outstanding as of January 21, 2010, and based on the price of Talbots common stock as of January 25, 2010, Talbots expects to issue in the merger approximately 30.9 to 43.3 million shares of Talbots common stock for the outstanding shares of BPW. Based on the number of shares of BPW common stock and the number of shares of Talbots common stock outstanding on the record date, immediately after completion of the merger, upon completion of the merger the former BPW stockholders will own approximately 55.2% to 63.3% of the then-outstanding shares of Talbots common stock.

Public Trading Markets

Talbots common stock is currently listed on the NYSE under the symbol “TLB.” BPW common stock is currently listed on the NYSE Amex under the symbol “BPW.” Upon completion of the merger, BPW common stock will be delisted from the NYSE Amex and deregistered under the Securities Exchange Act of 1934, as amended. The newly issued Talbots common stock issuable pursuant to the merger agreement will be listed on the NYSE.

Appraisal Rights

Appraisal rights are statutory rights that enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under Delaware law, neither the holders of Talbots common stock, nor the holders of BPW common stock are entitled to appraisal rights in connection with the merger.

Regulatory Approvals Required for the Merger

Interests of Certain BPW Directors and Officers in the Merger

When you consider the recommendations of BPW’s board of directors in favor of approval of the merger proposal, you should keep in mind that the directors and officers of BPW have interests in the merger as individuals that are different from, or in addition to, your interests as a stockholder. The BPW board of directors was aware of these interests and considered them, amount other matters, in approving the merger agreement and the transactions it contemplates.


	•	If BPW does not complete the merger or another business combination by February 26, 2010, or by April 26, 2010 if the pre-closing certificate amendment proposal is approved, BPW will be required to commence proceedings to dissolve and liquidate. In such event, the 5,921,660 shares of BPW common stock and


		warrants to purchase 14,372,089 shares of BPW common stock held by the sponsors and the 254,811 shares of BPW common stock and warrants to purchase 404,382 shares of BPW common stock held by the non-sponsor founders will be worthless because the sponsors and the non-sponsor founders have waived any rights to receive any liquidation proceeds with respect to these securities (except for shares of BPW common stock acquired after BPW’s initial public offering in the open market, for which the BPW sponsors, the non-sponsor founders and BPW’s other officers and directors will be entitled to receive liquidation proceeds). None of BPW’s directors other than the non-sponsor founders, and none of BPW’s officers, directly own any shares of BPW common stock or warrants to purchase shares of BPW common stock. In connection with the merger and the warrant exchange offer, all of the warrants to purchase 14,372,089 shares of BPW common stock held by the sponsors, and all of the warrants to purchase 404,382 shares of BPW common stock held by the non-sponsor founders will be exchanged for shares of Talbots common stock in the warrant exchange offer. In connection with the merger, each of the sponsors has agreed to surrender 888,249 shares of BPW common stock for no consideration, and each of the non-sponsor founders has agreed to surrender 25,481 shares of BPW common stock for no consideration. The remaining 4,145,162 shares held collectively by the sponsors and the remaining 178,368 held collectively by the non-sponsor founders after such surrender will be exchanged for shares of Talbots common stock based on the floating exchange ratio in the merger.


	•	PWPA and BNYH are the sponsors of BPW and have entered into the BNYH agreement, pursuant to which PWPA will acquire BNYH upon the completion of the merger. PWPA and BNYH have also entered into the BPW sponsors’ agreement with BPW and Talbots under which, subject to the terms and conditions of that agreement, PWPA, on behalf of itself and BNYH has agreed to, among other things:


	•	surrender an aggregate of 1,776,498 shares of BPW common at the same time as the completion of the merger for no consideration,

	•	in connection with the merger proposal and the pre-closing certificate amendment proposal, vote all of its shares of BPW common stock acquired prior to BPW’s initial public offering in accordance with the majority of the votes cast by the holders of shares of common stock issued in BPW’s initial public offering, and vote any shares of BPW common stock acquired by it in the open market in favor of the merger proposal and the pre-closing certificate amendment proposal,

	•	vote all its shares of BPW common stock in favor of the post-closing certificate amendment proposal and the adjournment proposal,

	•	exchange, at the completion of the merger, warrants to purchase BPW shares for Talbots common stock, at an exchange ratio of one warrant to purchase shares of BPW common stock for one-tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger, and

	•	subject to exceptions described below in this document, restrict the transfer of all shares of Talbots common stock held by it for 180 days after completion of the merger.


	•	The non-sponsor founders have entered into an agreement with BPW and Talbots, pursuant to which they have agreed to surrender 76,443 shares of BPW common stock at or prior to completion of the merger for no consideration, and to exchange, at the completion of the merger, warrants to purchase shares of BPW common stock for shares of Talbots common stock on the same terms as the sponsors, discussed above.

	•	In connection with BPW’s initial public offering, BPW entered into agreements with each of PWPA and BNYH pursuant to which PWPA and BNYH agreed that they would not be entitled to receive any fees or other compensation of any kind in connection with BPW’s initial business combination (other than reimbursement of out-of-pocket expenses). Talbots has historically engaged Perella Weinberg, an affiliate of PWPA, for advisory services relating to financial matters, including in February 2009. Prior to the commencement of discussions between BPW and Talbots, Talbots had engaged Perella Weinberg to provide services in connection with Talbots refinancing its existing indebtedness and consideration of strategic alternatives such as the merger. Following commencement of discussions between BPW and Talbots, Perella Weinberg continued to advise Talbots with respect to the refinancing of Talbots’ indebtedness, including in


		connection with its discussions with GE Capital regarding its debt commitment letter. BPW, BNYH and Talbots have agreed that to a payment by Talbots of an advisory fee to Perella Weinberg under existing engagement letters between Perella Weinberg and Talbots, to be made following the completion of the merger.


	•	The sponsors, entities in which certain directors and officers of BPW hold a financial interest, and the non-sponsor founders together acquired 6,176,471 shares of BPW common stock and warrants to purchase 14,776,471 shares of BPW common stock prior to or in connection with BPW’s initial public offering. BPW’s directors and officers will likely benefit from the completion of the merger even if the merger causes the market value of BPW common stock to decrease. Even though certain shares held by the sponsors and the non-sponsor founders will be surrendered without any consideration and any BPW warrants held by the sponsors and the non-sponsor founders will be exchanged for shares of Talbots common stock pursuant to a warrant exchange offer, the likely benefit to BPW’s directors and officers may influence their motivation for promoting the merger and/or soliciting proxies for the approval of the merger proposal.

	•	In addition, the exercise of BPW’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the merger may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the best interests of BPW’s stockholders.

Interests of Certain Talbots Directors and Officers in the Merger

Following entry into the merger agreement, Talbots management and BPW began discussions concerning possible 2009 annual incentive and retention arrangements for management. Based on these discussions and the agreement of BPW, Talbots management intends to propose a 2009 annual incentive and retention program for certain key employees, including executive officers. The proposed 2009 annual incentive and retention arrangements are subject to review and approval by the applicable Talbots board committee. A portion of the 2009 annual incentive awards for these key employees is proposed to be made contingent on the completion of the merger and a separate portion of the 2009 annual incentive program would be based on achieving certain 2009 operating financial results (and not contingent on the closing of the merger). In addition, the key employees would receive a special grant of restricted stock units. The aggregate anticipated 2009 annual bonus and retention payments to Talbots executive officers that would be proposed to be made contingent on the completion of the merger is $5,000,000, one-third of which would be expected to be awarded in cash and two-thirds of which would be awarded in the form of a grant of special restricted stock units. Approximately $4,000,000 of such payments are currently proposed to be made to Talbots named executive officers, with the specific allocations yet to be determined. Under such arrangements it is contemplated that Talbots would (1) pay the cash portion at the closing of the merger, subject to continued employment through the closing of the merger, except that in the event of certain specified liquidity constraints it may choose to delay payment for an additional three months beyond the closing, and (2) grant the special restricted stock unit awards, which we refer to as the special RSUs, to these employees at the closing of the merger. As currently proposed, the special RSUs would vest on the first anniversary of the closing of the merger, subject to the employee’s continued employment through that date. The special RSUs would also vest upon a termination of employment prior to the first anniversary of the closing of the merger, under circumstances qualifying the applicable employee for severance, but would otherwise be forfeited upon a termination of employment prior to the first anniversary of closing of the merger.

Litigation

On January 12, 2010, a putative class and derivative action titled Campbell v. The Talbots, Inc. et al. (Docket No. C.A. 5199-MG) was filed in the Court of Chancery of the State of Delaware by an alleged common stockholder against Talbots, the Talbots board of directors, AEON, BPW, Perella Weinberg and three Perella Weinberg partners, asserting claims for, inter alia, breach of fiduciary duties on the part of the director defendants and AEON, aiding and abetting breaches of fiduciary duties, breach of duty arising out of an alleged confidential agency relationship

between Talbots and its stockholders, on the one hand, and Perella Weinberg, the individual Perella Weinberg defendants and BPW, on the other hand, and violations of Talbots’ corporate by-laws and sections 141(c), 228 and 251 of the DGCL in connection with the merger agreement between Talbots and BPW and related warrant exchange, debt repayment, stock repurchase and GE Capital credit facility. Plaintiff concurrently filed a motion for expedited proceedings and a motion for a preliminary injunction seeking, among other things, declaratory relief and an injunction preventing defendants from consummating the merger, debt repayment, stock repurchase and GE Capital credit facility, including the merger and warrant exchange, the issuance of shares of Talbots common stock and warrants in connection with these transactions and the payment of any fee by Talbots to Perella Weinberg in connection with these transactions. The complaint also seeks an unspecified amount of damages, disgorgement of benefits purportedly received by defendants in connection with the above transactions, and an award of attorneys’ fees and expenses.

Talbots and the Talbots board of directors believe the claims asserted against them in the complaint are entirely without merit and intend to defend against them vigorously. The foregoing description of these lawsuits is qualified in its entirety by reference to the complaint, which is filed as Exhibit 99.07 to this document and is incorporated herein by reference.

THE MERGER AGREEMENT

The following describes certain aspects of the merger, including material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by, reference to the merger agreement, which is attached to this document as Appendix A and is incorporated by reference into this document. We urge you to carefully read the merger agreement in its entirety.

Structure of the Merger

The merger agreement provides for the merger of Merger Sub with and into BPW, with BPW surviving the merger and becoming a wholly owned subsidiary of Talbots.

Merger Consideration

Subject to the payment of cash in lieu of fractional shares, each share of BPW common stock, other than shares of BPW common stock owned by Talbots, Merger Sub or BPW immediately before the completion of the merger, and shares of BPW common stock held by BPW stockholders that validly exercise their conversion rights, will be converted into the right to receive a number of shares of Talbots common stock equal to the quotient (rounded to the nearest ten-thousandth) obtained by dividing:


	•	$11.25 by

	•	the volume weighted average price per share of Talbots common stock (calculated to the nearest one-hundredth of one cent) on the NYSE for the 15 consecutive trading days immediately preceding the fifth trading day prior to the date of the special meeting of BPW stockholders,

provided, that:


	•	if the above quotient is greater than 1.3235, then each share of BPW common stock, other than shares of BPW common stock owned by Talbots, Merger Sub or BPW immediately before the completion of the merger, and shares of BPW common stock held by BPW stockholders that validly exercise their conversion rights, will receive 1.3235 shares of Talbots common stock, and

	•	if the above quotient is less than 0.9000, then each share of BPW common stock, other than shares of BPW common stock owned by Talbots, Merger Sub or BPW immediately before the completion of the merger, and shares of BPW common stock held by BPW stockholders that validly exercise their conversion rights, will receive 0.9000 shares of Talbots common stock.

No fractional shares of Talbots common stock will be issued in the merger. Each holder of shares of BPW common stock that would otherwise be entitled to a fractional share of Talbots common stock will receive a cash payment in lieu of such fractional share of Talbots common stock representing such holder’s proportionate interest, if any, in the proceeds from the sale of the number of shares of Talbots common stock equal to the excess of the aggregate number of shares of Talbots common stock to be delivered by Talbots to the exchange agent, over the aggregate number of whole shares of Talbots common stock to be distributed to the BPW stockholders.

Conditions to Completion of the Merger

The obligations of both BPW and Talbots to complete the merger are subject to the satisfaction of the following conditions:


	•	the effectiveness under the Securities Act of 1933, as amended, of the registration statement for the issuance of shares of Talbots common stock in the merger, and the absence of any stop order suspending its effectiveness or proceedings threatened for that purpose,

	•	the approval by the BPW stockholders of the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal,

	•	the exercise of conversion rights by holders of less than 35% of the outstanding shares of BPW common stock issued in BPW’s initial public offering,


	•	the completion of the warrant exchange offer (which may be completed at the same time as the merger is completed),

	•	the absence of any legal restraint that prohibits, restrains or enjoins the completion of the merger, and the absence of a pending action instituted by a government entity that would reasonably be expected to result in a legal restraint that prohibits, retrains or enjoins the completion of the merger or provides a reasonable basis to conclude that BPW, Talbots or Merger Sub or any of their affiliates or officers or directors would be subject to the risk of criminal liability,

	•	the expiration or termination of any applicable waiting periods under the HSR Act,

	•	the making of all filings required to be made with governmental entities by BPW or Talbots and its subsidiaries prior to the completion of the merger, and the receipt of all consents, approvals and authorizations from governmental entities required to be obtained by BPW or Talbots and its subsidiaries prior to the completion of the merger, in each case except where the failure to make a filing or obtain a consent, approval or authorization would not reasonably be expected to have a material and adverse effect on the financial condition of BPW or prevent or materially impair the ability of BPW to consummate the merger before April 17, 2010, or have a “Talbots material adverse effect,” as we explain that term below, and

	•	Talbots having obtained and made borrowings under the revolving credit facility discussed below under the heading “The Debt Commitment Letter — Description of the GE Facility” in such amounts that, together with the net proceeds of the BPW trust account and other available cash, Talbots has all funds necessary to complete the merger and the transactions contemplated by the merger agreement, the AEON agreement and the BPW sponsors’ agreement, including the repayment in full of all amounts due or outstanding in respect of:


	•	indebtedness under the following agreements in which AEON is lender: the $200 million loan facility agreement, dated February 25, 2009, the $50 million term loan agreement, dated July 15, 2008 and amended on March 12, 2009, and the $150 million secured revolving loan agreement, dated April 10, 2009, each as amended from time to time, which we refer to as the AEON facilities,

	•	indebtedness under the following support agreements with AEON: the support letter (financial), dated as of April 9, 2009, and the letter of support, dated as of April 9, 2009, which we refer to as the support letters,

	•	indebtedness under the following agreements with third parties: the revolving credit agreement with Mizuho Corporate Bank Ltd., dated as of December 29, 2008, the revolving credit agreement with Mizuho Corporate Bank Ltd., dated as of January 28, 2004, the revolving credit agreement with Sumitomo Mitsui Banking Corporation, dated as of January 25, 1994, the revolving credit agreement with Sumitomo Mitsui Banking Corporation, dated as of December 30, 2008, the revolving credit agreement with The Norinchukin Bank, dated as of January 25, 1994, the revolving credit agreement with The Norinchukin Bank, dated as of January 2, 2009, the Revolving Credit Agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of February 26, 2009, the credit agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of March 28, 2007, the revolving loan credit agreement with Mizuho Bank, dated April 17, 2003 and the short term loan agreement with Norinchukin Bank, dated April 17, 2009, as well as related fees and expenses and to have, immediately following the completion of the merger and the transactions contemplated by the AEON agreement and the BPW sponsors’ agreement, cash on hand or available to be borrowed in an amount sufficient to fund ordinary course working capital and other general corporate purposes.

Talbots has received a debt commitment letter, dated as of December 7, 2009, from GE Capital to provide, subject to the conditions set forth in the debt commitment letter, a $200 million revolving credit facility under which Talbots and certain of its subsidiaries would be the borrowers. Availability under the GE facility would be determined pursuant to a borrowing base formula, based primarily upon on the borrowers’ levels of domestic finished goods inventory and domestic private label credit card receivables, subject to certain limitations. Proceeds of the GE facility would be available for working capital, capital expenditures and other corporate purposes and, subject to certain conditions, to refinance Talbots’ existing debt and pay transaction expenses related to the GE facility and the merger. On the date that the merger occurs and the GE facility is entered into, the amount of the GE

facility that would be available would be limited to $160 million, subject to satisfaction of the conditions to the debt commitment letter and the borrowing base formula described above.

The obligation of Talbots and Merger Sub to complete the merger is subject to the satisfaction of the following additional conditions:


	•	the representations and warranties of BPW in the merger agreement being true and correct on and as of December 8, 2009 and on and as of the date on which the merger is completed (except for any representations and warranties made as of a specified date, which must be true and correct as of the specified date), except where the failure to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material and adverse effect on the financial condition of BPW or to prevent or materially impair the ability of BPW to close the merger before April 17, 2010,

	•	the performance or compliance by BPW in all material respects with the obligations required by the merger agreement to be performed or complied with by BPW at or prior to the completion of the merger,

	•	the BPW sponsors’ agreement being in full force and effect and enforceable against the parties thereto, each of the transactions contemplated thereby to occur prior to the completion of the merger having occurred, and the conditions to the completion of the transactions contemplated by the BPW sponsors’ agreement having been satisfied or waived,

	•	BPW having provided irrevocable instructions to Mellon Bank, N.A. to disburse the BPW trust account to pay in full amounts outstanding under the AEON facilities and support letters, as well as to pay to BPW stockholders that have validly exercised their conversion rights, and

	•	BPW having secured the agreement of holders of BPW warrants issued in the BPW initial public offering to participate in the warrant exchange offer such that at least 90% of such BPW warrants issued in the BPW initial public offering are exchanged in the warrant exchange offer.

The obligation of BPW to complete the merger is subject to the satisfaction of the following additional conditions:


	•	the representations and warranties of Talbots being true and correct on and as of December 8, 2009 and on and as of the date on which the merger is completed (except for any representations and warranties made as of a specified date, which must be true and correct as of the specified date), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a “Talbots material adverse effect”, as we explain the term below,

	•	the performance or compliance by Talbots in all material respects with the obligations required by the merger agreement to be performed or complied with by Talbots at or prior to the completion of the merger, and

	•	the AEON agreement being in full force and effect and enforceable against the parties thereto, each of the transactions contemplated thereby to occur prior to the completion of the merger having occurred, and the conditions to the completion of the transactions contemplated by the AEON agreement having been satisfied or waived.

When we refer to a “Talbots material adverse effect,” we mean any change, event, development, condition, occurrence or effect that:


	•	prevents or materially impairs the ability of Talbots to complete the merger before April 17, 2010,

	•	has had a material and adverse effect on the business, financial condition or results of operations of Talbots and its subsidiaries, taken as a whole, provided that to the extent any such change, event, development, condition, occurrence or effect results from any of the following, it shall not constitute or be taken into account in determining whether there has been a Talbots material adverse effect:


	•	changes generally affecting the economy, financial, credit or securities markets; any outbreak or escalation of war or any act of terrorism; general conditions in the industries in which Talbots and its subsidiaries operate; and a change in law, rule or regulation, or GAAP or interpretations thereof; provided, that each of the foregoing effects will be taken into account to the extent of any disproportionate impact on Talbots and its subsidiaries relative to other companies operating in the same industries,


	•	the execution and delivery of the merger agreement or the announcement of the transactions contemplated by the merger agreement,

	•	any change in market price or trading volume of Talbots common stock, provided that the facts giving rise to such change may be deemed to constitute or be taken into account in determining whether there has been a Talbots material adverse effect, or

	•	any failure of Talbots to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period, provided that the facts giving rise to such failure may be deemed to constitute or be taken into account in determining whether there has been a Talbots material adverse effect.

BPW’s Agreement Not to Solicit Other Offers

While the merger agreement is in effect, BPW has agreed that it will not, and that it will cause its representatives not to, directly or indirectly:


	•	solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any “BPW acquisition proposal” or “business combination”, as we explain those terms below,

	•	disclose, in connection with a BPW acquisition proposal or business combination, any information or provide access to its properties, books or records, except as required by law or pursuant to a governmental request for information,

	•	enter into or execute any agreement relating to a BPW acquisition proposal or business combination, or

	•	fail to make, withdraw, qualify, amend or modify or publicly propose to withdraw, qualify, amend or modify the BPW board of directors’ recommendation to BPW stockholders to vote for the merger agreement proposal, pre-closing certificate amendment proposal and post-closing certificate amendment proposal, or make or authorize any public statement, recommendation or solicitation in support of any BPW acquisition proposal or business combination.

However, notwithstanding the restrictions described above, in response to a bona fide, unsolicited BPW acquisition proposal from a third party, the BPW board of directors may, prior to the special meeting of the BPW stockholders:


	•	provide the third party with nonpublic information, and

	•	participate in discussions and negotiations with the third party relating to the proposal, if and only to the extent that:


	•	the BPW board of directors, after having consulted with and considered the advice of outside counsel, has reasonably determined in good faith that failure to take such action would result in a violation of applicable law, and

	•	the third party has entered into a confidentiality agreement pertaining to nonpublic information regarding BPW containing terms in the aggregate no more favorable to the third party than those in the confidentiality agreement between Talbots and BPW (including the standstill provision).

BPW agreed to provide to Talbots any non-public information concerning BPW provided to a third party making a BPW acquisition proposal which was not previously provided to Talbots. BPW also agreed to notify Talbots as soon as practicable (but in any event within 24 hours) after receipt by BPW of any BPW acquisition proposal or an offer, inquiry or proposal relating to a business combination and certain related inquiries or requests, and to keep Talbots fully informed, on a current basis, of any material changes in the status of any such proposal, inquiry or contact. BPW also agreed to, and to cause its representatives to:


	•	immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any BPW acquisition proposal or business combination,


	•	use reasonable best efforts to:


	•	cause all persons other than Talbots and its affiliates who have been furnished with confidential information regarding BPW in connection with the solicitation of or discussions regarding any BPW acquisition proposal or business combination within the 12 months prior to December 8, 2009 promptly to return or destroy such information, and

	•	enforce and not waive any provision or release any person, other than Talbots and its affiliates, from any confidentiality, standstill or similar agreement relating to a BPW acquisition proposal or business combination.

When we refer to a “BPW acquisition proposal,” we mean any proposal, offer or inquiry from a third party for or with respect to the acquisition, directly or indirectly, of beneficial ownership of assets, securities or ownership interests of or in BPW representing 20% or more of the assets of BPW, or of an equity interest representing a 20% or greater economic interest in BPW, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, share exchange, liquidation, dissolution, recapitalization, tender offer, exchange offer or similar transaction with respect to BPW.

When we refer to a “business combination,” we mean a business combination, whether through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar type of transaction, with one or more businesses that have an aggregate “fair market value” of at least 80% of the amount held in the BPW trust account at the time of the signing of a definitive agreement (excluding certain deferred underwriting commissions) resulting in BPW acquiring controlling interests of such business(es) or assets.

Trust Account Waiver

The merger agreement contains a waiver by Talbots of any right, title, interest or claim it has or may have in the future in or to any monies in BPW’s trust account, and an agreement by Talbots not to seek recourse (directly or indirectly) against the trust account or any funds distributed from the trust account (other than with respect to certain limited amounts as described in the merger agreement (i) released to BPW from time to time in order to pay operating expenses and (ii) disbursed in connection with BPW completing a business combination) as a result of, or arising out of, any claims against BPW or otherwise arising from the merger agreement or otherwise. In connection with entering into the merger agreement, BPW executed and delivered to Mellon Bank, N.A. irrevocable instructions providing that if (i) BPW completes a business combination (as we explained the meaning of the term above) other than the merger and (ii) the out-of-pocket expenses and/or termination fee described under “— Termination Fee and Expenses — Payment of Termination Fee and Expenses by BPW” below, become due and payable by BPW and have not been previously paid, Mellon Bank, N.A. will deliver from the trust account (prior to any distribution to BPW) to Talbots any previously unpaid portion of the out-of-pocket expenses and/or termination fee so payable by BPW.

Termination of the Merger Agreement

The merger agreement may be terminated without completing the merger, whether before or after the meeting of the BPW stockholders, as follows:


	•	by mutual written consent of each of BPW and Talbots,

	•	by either Talbots or BPW, if the merger has not been completed by April 17, 2010, provided that neither party may terminate the merger agreement for this reason if that party’s failure to fulfill its obligations under the merger agreement was the cause of, or resulted in, the failure of the merger to be completed on or prior to April 17, 2010,

	•	by either Talbots or BPW, if a governmental entity has issued a final order, decree or injunction that makes the merger illegal or permanently prohibits the completion of the merger,


	•	by either Talbots or BPW if:


	•	the BPW stockholders do not approve the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal at a duly held meeting of the BPW stockholders or at any adjournment thereof, or

	•	the conditions regarding the exercise of conversion rights by BPW stockholders and participation by holders of BPW warrants in the warrant exchange offer are not satisfied within the applicable time period,

provided that BPW may not terminate the merger agreement for this reason if BPW fails to timely call and conduct the special meeting of BPW stockholders or otherwise is in breach of its obligations under the merger agreement,


	•	by Talbots, if:


	•	BPW enters into an agreement relating to a BPW acquisition proposal or business combination in breach of its obligations under the merger agreement, or withdraws or fails to make its recommendation that BPW stockholders approve the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal,

	•	Talbots reasonably requests in writing that the BPW board of directors publicly reconfirm its recommendation that BPW stockholders approve the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal, and the BPW board of directors fails to do so within ten business days after its receipt of Talbots’ request,

	•	BPW fails to fulfill its obligation to timely call and conduct the special meeting of BPW stockholders, or

	•	BPW breaches its obligations described above under the caption “BPW’s Agreement Not to Solicit Other Offers” in any material respect,


	•	by BPW, upon a material breach of any covenant or agreement or any representation or warranty on the part of Talbots such that the conditions to BPW’s obligation to close the transaction would not be satisfied, provided that if such breach is capable of being cured by Talbots within 30 days of receiving notice from BPW of such breach (or April 17, 2010, if earlier), then BPW may not terminate the agreement on account of such breach if Talbots cures the breach during such period,

	•	by Talbots, upon a material breach of any covenant or agreement on the part of BPW such that the conditions to Talbots’ obligation to close the transaction would not be satisfied, provided that if such breach is capable of being cured by BPW within 30 days of receiving notice from Talbots of such breach (or April 17, 2010, if earlier), then Talbots may not terminate the agreement on account of such breach if BPW cures the breach during such period,

	•	by the Talbots board of directors prior to approval by BPW stockholders of the merger proposal, the pre-closing certificate amendment proposal and post-closing certificate amendment proposal, if the volume weighted average price per share of shares of Talbots common stock (calculated to the nearest one-hundredth of one cent) on the NYSE for any 15 consecutive trading days after December 8, 2009 and prior to the special meeting of BPW stockholders is less than $7.556.

Termination Fee and Expenses

Payment of Termination Fee and Expenses by Talbots

If the merger agreement is terminated by Talbots under the termination provision described above related to Talbots’ share price, then Talbots has agreed to pay the documented and reasonably incurred out-of-pocket expenses incurred by BPW in connection with the authorization, preparation, negotiation, execution and performance of the merger agreement, up to a maximum amount of $3 million within two business days after such termination.

If the merger agreement is terminated by BPW in the event of an uncured material breach of Talbots (which must be a willful and material breach if it is a breach of Talbots’ representations and warranties as of the date of the merger agreement), and:


	•	a “company acquisition proposal”, as we explain such term below, is publicly proposed, publicly disclosed, or otherwise made known to the Talbots stockholders prior to, and not withdrawn at the time of, such termination, and

	•	concurrently with or within 12 months after such termination, Talbots enters into a definitive agreement with respect to any company acquisition proposal or a company acquisition proposal is completed,

then Talbots will pay the documented and reasonably incurred out-of-pocket expenses incurred by BPW in connection with the authorization, preparation, negotiation, execution and performance of the merger agreement, up to a maximum amount of $3 million, as well as a $10 million termination fee, by wire transfer of immediately available funds to an account designated by BPW, within two business days after the completion of the company acquisition proposal. Following termination of the merger agreement, Talbots’ payment of BPW’s transaction expenses and the termination fee are the sole and exclusive remedy of BPW against Talbots and any of its subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives, except for liabilities or damages caused by the willful and material breach by Talbots of the merger agreement.

“Company acquisition proposal” means any proposal, offer or inquiry from a third party for or with respect to the acquisition of beneficial ownership of assets, securities or ownership interests of or in Talbots or any of its subsidiaries representing 20% or more of the consolidated assets of Talbots and its subsidiaries taken as a whole, or of an equity interest representing a 20% or greater economic interest in Talbots and its subsidiaries taken as whole, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, share exchange, liquidation, dissolution, recapitalization, tender offer, exchange offer or similar transaction with respect to either Talbots or any of its subsidiaries, provided that specified financing transactions will not be considered to be company acquisition proposals.

Payment of Termination Fee and Expenses by BPW

If the merger agreement is terminated:


	•	by Talbots or BPW because:


	•	the merger is not completed by April 17, 2010 (provided that the failure by Talbots to fulfill any obligation under the merger agreement was not the primary cause of the failure of the merger to be completed prior to April 17, 2010),

	•	the BPW stockholders do not approve the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal at a duly held meeting of the BPW stockholders or at any adjournment thereof, or

	•	the conditions regarding the exercise of conversion rights by BPW stockholders and participation by holders of BPW warrants in the warrant exchange offer are not satisfied within the applicable time period,


	•	or by Talbots because:


	•	BPW breaches its obligations described above under the caption “BPW’s Agreement Not to Solicit Other Offers” in any material respect, or

	•	of a material breach of any covenant or agreement on the part of BPW (which must be a willful and material breach if it is a breach of BPW’s representations and warranties as of the date of the merger agreement) such that the conditions to Talbots’ obligation to close the transaction would not be satisfied, and if the breach is capable of being cured by BPW, it is not cured by BPW within 30 days of receiving notice from Talbots of such breach (or April 17, 2010, if earlier)

and


	•	any BPW acquisition proposal or business combination, as we explained the meaning of those terms above, is publicly proposed, publicly disclosed or otherwise made known to stockholders or warrantholders of BPW prior to, and not withdrawn at the time of, such termination, and

	•	concurrently with or within 12 months after such termination BPW enters into a definitive agreement with respect to any BPW acquisition proposal or business combination (other than the transactions contemplated by the merger agreement) or a BPW acquisition proposal is consummated,

then BPW shall pay the documented and reasonably incurred out-of-pocket expenses incurred by Talbots in connection with the authorization, preparation, negotiation, execution and performance of the merger agreement, up to a maximum amount of $3 million, and a $10 million termination fee by wire transfer of immediately available funds to an account designated by Talbots, within two business days after the completion of such BPW acquisition proposal or business combination.

In addition, if the merger agreement is terminated by Talbots because:


	•	BPW enters into an agreement relating to a BPW acquisition proposal or business combination in breach of its obligations under the merger agreement, or withdraws or fails to make its recommendation that BPW stockholders approve the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal,

	•	Talbots reasonably requests in writing that the BPW board of directors publicly reconfirm its recommendation that BPW stockholders approve the merger proposal, the pre-closing certificate amendment proposal and the post-closing certificate amendment proposal, and the BPW board of directors fails to do so within ten business days after its receipt of Talbots’ request, or

	•	BPW fails to fulfill its obligation to timely call and conduct the special meeting of BPW stockholders, then, subject to the trust account waiver agreed to by Talbots and described under “— Trust Account Waiver” above, BPW shall pay the documented and reasonably incurred out-of-pocket expenses incurred by Talbots in connection with the authorization, preparation, negotiation, execution and performance of the merger agreement, up to a maximum amount of $3 million, and a $10 million termination fee by wire transfer of immediately available funds to an account designated by Talbots, within two business after the termination of the merger agreement, with any portion unpaid at such time due to restrictions of BPW’s trust account being paid following the completion of a business combination, if any.

Following termination of the merger agreement, BPW’s payment of Talbots’ transaction expenses and the termination fee are the sole and exclusive remedy of Talbots against BPW and any of its subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives, except for liabilities or damages caused by the willful and material breach by BPW of the merger agreement.

Closing and Effectiveness

The closing of the merger will occur at 10:00 a.m. New York time as soon as practicable, but in no event later than the third business day, after the last of all of the conditions to the respective obligations of Talbots and BPW set forth in the merger agreement have been satisfied or waived, or at such other time and date as BPW and Talbots agree. The merger will be effective immediately upon the filing of the certificate of merger with, and acceptance for record of such certificate of merger by, the Secretary of State of the State of Delaware in accordance with the DGCL, or at such other time as Talbots and BPW shall agree as specified in such filings in accordance with applicable law.

Upon the closing of the merger, the certificate of incorporation of BPW will be the certificate of incorporation set forth on Appendix C of this document, and the bylaws of BPW will be the bylaws of Merger Sub immediately prior to the closing of the merger.

Distribution of Talbots Shares

The conversion of BPW common stock into the right to receive the merger consideration will occur automatically upon the completion of the merger. Promptly after the completion of the merger, the exchange agent will exchange certificates representing shares of BPW common stock for merger consideration to be received pursuant to the terms of the merger agreement. Prior to completion of the merger, Talbots will select a bank or trust company reasonably acceptable to BPW who will exchange certificates representing shares of BPW common stock for the merger consideration and perform other duties as explained in the merger agreement.

Letter of Transmittal

Promptly after the completion of the merger, the exchange agent will mail a letter of transmittal to each holder of a BPW common stock certificate at the effective time of the merger whose shares of BPW common stock are being converted to shares of Talbots common stock. This mailing will contain instructions on how to surrender BPW common stock certificates in exchange for shares of Talbots common stock and a cash payment in lieu of fractional shares. When you deliver your BPW stock certificates to the exchange agent along with a properly executed letter of transmittal and the other required documents, your BPW stock certificates will be cancelled and you will receive a certificate representing the number of whole shares of Talbots common stock and a cash payment in lieu of fractional shares of Talbots common stock that would otherwise have been issued to you as a result of the merger. Holders of BPW common stock should not submit their BPW stock certificates for exchange until they receive the letter of transmittal and transmittal instructions from the exchange agent. If a certificate for BPW common stock has been lost, stolen or destroyed, the exchange agent will issue the consideration properly payable under the merger agreement upon receipt of appropriate evidence as to the loss, theft or destruction and appropriate and customary indemnification. After the completion of the merger there will be no further transfers on the stock transfer books of BPW.

Withholding

The exchange agent or Talbots will be entitled to deduct and withhold from the whole shares of Talbots common stock, or cash in lieu of fractional shares, or dividends or distributions, otherwise payable pursuant to the merger agreement the amounts they are required to deduct and withhold under any federal, state, local or foreign law. If the exchange agent or Talbots withhold any amounts, these amounts will be treated for all purposes of the merger as having been paid to the stockholders from whom they were withheld.

Dividends and Distributions

Until BPW common stock certificates are surrendered for exchange, any dividends or other distributions declared after completion of the merger with respect to Talbots common stock into which shares of BPW common stock may have been converted will accrue, without interest, but will not be paid. Talbots will pay to former BPW stockholders any unpaid dividends or other distributions, without interest, only after they have duly surrendered their BPW stock certificates.

Representations and Warranties

The representations, warranties and covenants described below and included in the merger agreement were made by each of Talbots, Merger Sub and BPW to the other. These representations, warranties and covenants were made as of specific dates, may be subject to important qualifications and limitations agreed to by Talbots, Merger Sub and BPW in connection with negotiating the terms of the merger agreement, and may have been included in the merger agreement for the purpose of allocating risk between Talbots, Merger Sub and BPW rather than to establish matters as facts. The merger agreement is described in, and included as an appendix to, this document only to provide you with information regarding its terms and conditions. Accordingly, the representations, warranties, covenants and other provisions of the merger agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this document and in the documents incorporated by reference into this document. See “Where You Can Find More Information” on page 104.

The merger agreement contains customary representations and warranties of Talbots, BPW and Merger Sub relating to their respective businesses. The representations and warranties of the merger agreement do not survive the effective time of the merger.

Each of Talbots and Merger Sub has made representations and warranties regarding, among other things:


	•	organization and qualification,

	•	authorization, validity and effect of merger agreement,

	•	capitalization,

	•	subsidiaries,

	•	other interests,

	•	no conflict, required filings and consents,

	•	compliance with law,

	•	Securities and Exchange Commission documents,

	•	absence of certain changes,

	•	litigation,

	•	taxes,

	•	employee benefit plans,

	•	properties,

	•	contracts,

	•	labor relations,

	•	environmental matters,

	•	brokers,

	•	vote required,

	•	insurance,

	•	takeover provisions inapplicable,

	•	affiliate transactions,

	•	intellectual property,

	•	information statement, registration statement and other information,

	•	financial ability,

	•	acknowledgment with respect to BPW trust, and

	•	formation and business of Merger Sub.

BPW has made representations and warranties regarding, among other things:


	•	organization and qualification,

	•	authorization; validity and effect of merger agreement,

	•	capitalization,

	•	no conflict; required filings and consents,

	•	compliance,


	•	Securities and Exchange Commission documents,

	•	absence of certain changes,

	•	litigation,

	•	title to property,

	•	contracts,

	•	intellectual property,

	•	employee benefits plans,

	•	labor matters,

	•	taxes,

	•	brokers,

	•	vote required,

	•	information statement, registration statement and other information,

	•	affiliate transactions, and

	•	the BPW trust account.

Certain representations of BPW are qualified by the occurrence of any change, event, development, condition, occurrence or effect that has had a material and adverse effect on the financial condition of BPW, or prevents or materially impairs the ability of BPW to consummate the merger before April 17, 2010. Certain representations of Talbots are qualified by “Talbots material adverse effect,” as we explain the meaning of such term above under the heading “Conditions to the Completion of the Merger.”

Conduct of Talbots and BPW Prior to Completion of the Merger

Each of Talbots and BPW has undertaken customary covenants that place restrictions on it and its subsidiaries until the merger is completed.

Conduct of Business of Talbots

During the period from December 8, 2009 to the earlier of the termination of the merger agreement or completion of the merger, Talbots will, other than as consented to in writing by BPW (including as specified in the disclosure schedules exchanged by the parties), as required by the merger agreement, the AEON agreement or the BPW sponsors’ agreement, or to the extent required by applicable law or a governmental entity of competent jurisdiction, carry on its business in the ordinary course in substantially the same manner as previously conducted in all material respects and use commercially reasonable efforts to preserve intact its present business organization and advantageous business relationships and keep available the services of its current officers and employees, and will not, and will not permit any of its subsidiaries to, do any of the following:


	•	adopt or propose any amendment to its organizational documents,

	•	other than certain grants in the ordinary course of business consistent with past practice:


	•	issue, pledge, sell, or grant any rights to Talbots common stock or other awards with respect to shares of Talbots common stock or make any other agreements with respect to, any of its shares of capital stock or any other of its securities,

	•	amend, waive or otherwise modify any of the terms of any option, warrant or stock option plan of Talbots or any of its subsidiaries, or authorize cash payments in exchange for any rights to shares of Talbots common stock granted under any of such plans, other than an increase in shares to be granted under Talbots equity incentive plans to the extent approved by its stockholders, or


	•	adopt or implement any stockholder rights plan;


	•	declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its stock or beneficial interests, except dividends, contributions or distributions made by or to Talbots by or from any subsidiary of Talbots;

	•	split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its stock or beneficial interests, or any of its other securities;

	•	except pursuant to applicable law or the terms of an employee benefit plan as in effect on December 8, 2009:


	•	increase in any manner the compensation or benefits payable or to become payable to any of Talbots’ or its subsidiaries’ current or former directors, officers or employees, or pay any amounts or benefits to, or increase any amounts payable to, any such individual not required by any employee benefit plan, except for certain ordinary course increases in base salary, payment of annual bonuses and grants of equity compensation,

	•	become a party to, establish, adopt, enter into, materially amend, commence participation in, terminate or commit itself to the adoption of any collective bargaining agreement or employee benefit plan, except for the design of 2010 incentive programs,

	•	provide any funding for any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any employee benefit plan,

	•	accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any employee benefit plan, or

	•	materially change any actuarial or other assumptions used to calculate funding obligations with respect to any employee benefit plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or applicable law;


	•	lease, license, transfer, exchange or swap, mortgage (including securitizations), or otherwise dispose of any material portion of its properties or assets, subject to certain exceptions, or adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

	•	except as required under any material contract as in effect on December 8, 2009 or as expressly contemplated by the AEON agreement or BPW sponsors’ agreement, or, to the extent in the ordinary course of business consistent with past practice, related to any vendor financing arrangement or existing proprietary charge card arrangements in amounts that do not exceed $5 million in the aggregate, and except for completing and pursuing certain financing transactions that would not impair or delay the ability of Talbots to complete the merger:


	•	incur or assume any indebtedness,

	•	assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other person,

	•	make any acquisition of any other person or business or make or acquire any loans, advances or capital contributions to, or investments in, any other person, or

	•	enter into any “keep well” or other agreement to maintain the financial condition of another entity,


	•	make, alter, revoke or rescind any material express or deemed election relating to taxes, settle or compromise any material legal action, amend in any material respect any material tax return except in each case as required by law, file any income tax return that claims a deduction for or otherwise uses a net operating loss, or except as may be required by, or in order to conform to, applicable law, or make any change to any of its material methods of reporting income or deductions (including any change to its methods or basis of write-offs of accounts receivable) for federal income tax purposes from those employed in the preparation of its federal income tax return for the taxable year ended December 31, 2008,

	•	fail to maintain its existing material insurance coverage of all types in effect or, in the event any such coverage shall be terminated or lapse, to the extent available at reasonable cost, procure substantially similar


		substitute insurance policies which in all material respects are in at least such amounts and against such risks as are currently covered by such policies,


	•	make any material change to its methods of accounting as in effect on October 31, 2009 except as required by GAAP or the Securities and Exchange Commission or applicable law, or take any action, other than usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, unless required by GAAP or the Securities and Exchange Commission or applicable law,

	•	enter into or materially amend, terminate or extend any material contract, or waive, release, assign or fail to enforce any material rights or claims under any material contract, if such material contract or any such action or failure to act would reasonably be expected to impair the ability of Talbots to perform its obligations under the merger agreement, AEON agreement or BPW sponsors’ agreement or prevent or delay the completion of the merger or any of the related transactions,

	•	take, or agree to commit to take, any action that is intended to result in any of the conditions to the closing of the merger not being satisfied,

	•	except as allowed under the AEON agreement or BPW sponsors’ agreement, engage in any transaction with, or enter into any agreement, arrangement, or understanding with, any affiliate which involves the transfer of material consideration or has a material financial impact on Talbots, subject to certain exceptions,

	•	pay or commit to pay any expenses or make or commit to make any capital expenditures in excess of $2,500,000 individually, or $12,500,000 in the aggregate, other than capital expenditures for the ordinary course repair or maintenance of capital assets,

	•	initiate, compromise or settle any litigation or arbitration proceedings involving payments by Talbots or its subsidiaries (i) in excess of $1 million per litigation or arbitration, or $3 million in the aggregate, subject to certain exceptions, or (ii) relating to the merger agreement, the AEON agreement or the BPW sponsors’ agreement;

	•	create any subsidiary or acquire any capital stock, membership interest, partnership interest, joint venture interest or other interest in any person that could reasonably be expected to adversely affect the transactions contemplated hereby, or

	•	enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, publicly recommend, publicly propose or publicly announce an intention to do any of the foregoing.

Conduct of Business of BPW

During the period from December 8, 2009 to the earlier of the termination of the merger agreement or completion of the merger, BPW will, other than as consented to in writing by Talbots, as required by the merger agreement, the AEON agreement or the BPW sponsors’ agreement, or to the extent required by applicable law or a governmental entity of competent jurisdiction, carry on its business in the ordinary course in substantially the same manner as previously conducted in all material respects and use commercially reasonable efforts to preserve intact its present business organization and advantageous business relationships and keep available the services of its current officers and employees, and will not do any of the following:


	•	adopt or propose any amendment to its organization documents, other than the pre-closing certificate amendment or the post-closing certificate amendment,

	•	create any subsidiary or acquire any capital stock, membership interest, partnership interest, joint venture interest or other interest in any person,


	•	except as required to consummate the warrant exchange offer and the transactions related thereto and to comply with its obligations under the merger agreement, the AEON agreement and the BPW sponsors’ agreement:


	•	issue, pledge or sell, or propose or authorize the issuance, pledge or sale of, or grant any options or other awards with respect to shares of BPW common stock or make any other agreements with respect to, any of its shares of capital stock or any other of its securities,

	•	amend, waive or otherwise modify any of the terms of any warrant or stock option plan of BPW, or authorize cash payments in exchange for any warrant or stock option granted under any of such plans, or

	•	adopt or implement any stockholder rights plan,


	•	except as required in connection with the exercise of conversion rights by BPW stockholders, declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its stock or beneficial interests,

	•	except as required in connection with the exercise of conversion rights by BPW stockholders, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire any shares of its stock or beneficial interests, or any of its other securities,

	•	except to the extent required by applicable law or the terms of an employee benefit plan as in effect on December 8, 2009:


	•	increase in any manner the compensation or benefits payable or to become payable to any of its current or former directors, officers, consultants, employees or other service providers, or pay any amounts or benefits (including severance) to, or increase any amounts payable to, any such individual not required by any employee benefit plan,

	•	become a party to, establish, adopt, enter into, materially amend, commence participation in, terminate or commit itself to the adoption of any collective bargaining agreement or employee benefit plan,

	•	provide any funding for any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any employee benefit plan,

	•	accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any employee benefit plan, or

	•	materially change any actuarial or other assumptions used to calculate funding obligations with respect to any employee benefit plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or applicable law,


	•	(i) except as required under any material contract as in effect as of December 8, 2009, lease, license, transfer, exchange or swap, mortgage (including securitizations), or otherwise dispose of any material portion of its properties or assets, or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization,

	•	except as required under any material contract as in effect as of December 8, 2009, or as expressly contemplated by the AEON agreement or BPW sponsors’ agreement:


	•	incur, assume or pre-pay any indebtedness,

	•	assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any other person,

	•	make any acquisition of any other person or business or make or acquire any loans, advances or capital contributions to, or investments in, any other person, or

	•	enter into any “keep well” or other agreement to maintain the financial condition of another entity,


	•	make, alter, revoke or rescind any material express or deemed election relating to taxes, settle or compromise any material legal action, amend in any material respect any material tax return except in each case as


		required by law, file any income tax return that claims a deduction for or otherwise uses a net operating loss, or except as may be required by, or in order to conform to, applicable law or make any change to any of its material methods of reporting income or deductions (including any change to its methods or basis of write-offs of accounts receivable) for federal income tax purposes from those employed in the preparation of its federal income tax return for the taxable year ended December 31, 2008,


	•	fail to maintain its existing insurance coverage of all types in effect or, in the event any such coverage shall be terminated or lapse, to the extent available at reasonable cost, procure substantially similar substitute insurance policies which in all material respects are in at least such amounts and against such risks as are currently covered by such policies or, as reasonably determined by BPW, property policies with increased coverage limits to insure all of its owned and leased real property,

	•	make any material change to its methods of accounting as in effect on September 30, 2009 except as required by GAAP or the Securities and Exchange Commission or applicable law, or take any action, other than usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, unless required by GAAP or the Securities and Exchange Commission or applicable law,

	•	enter into or amend, terminate or extend any material contract, or waive, release, assign or fail to enforce any material rights or claims under any material contract, other than for the purpose of effecting the transactions contemplated by the merger agreement,

	•	take, or agree to commit to take, any action that is intended to result in any of the conditions to the closing of the merger not being satisfied,

	•	except as expressly contemplated by the AEON agreement and BPW sponsors’ agreement, engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any affiliate which involves the transfer of material consideration or has a material financial impact on BPW, other than pursuant to such agreements, arrangements, or understandings as in effect on December 8, 2009,

	•	other than such expenses incurred in connection with the transactions contemplated hereby or by the AEON agreement or BPW sponsors’ agreement, pay or commit to pay any expenses in excess of $1 million in the aggregate or make or commit to make any capital expenditures,

	•	initiate, compromise, or settle any litigation or arbitration proceedings (i) involving payments by BPW in excess of $250,000 per litigation or arbitration, or $500,000 in the aggregate, provided that BPW may not compromise or settle any litigation or arbitration proceedings which compromise or settlement involves a material conduct remedy or injunctive or similar relief or has a material restrictive impact on BPW’s business, or (ii) relating to the merger agreement, the AEON agreement, the BPW sponsors’ agreement or the transactions contemplated hereby or thereby, or

	•	enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, publicly recommend, publicly propose or publicly announce an intention to do any of the foregoing.

Expenses and Fees

All expenses incurred in connection with the merger agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that each of Talbots and BPW will bear and pay one half of the costs and expenses incurred in connection with the filing, printing and mailing of this document (including any Securities and Exchange Commission filing fees).

Amendment and Waiver of the Merger Agreement

The merger agreement may be amended by Talbots and BPW by action taken by or on behalf of the BPW board of directors, in the case of BPW, and the Talbots board of directors, in the case of Talbots, at any time before or after any required approval of matters presented in connection with the merger by the BPW stockholders. After such approval, however, there will be made no amendment that by law requires further approval by the BPW stockholders without the further approval of such stockholders. The merger agreement may not be amended except by an instrument in writing signed by the parties.

Indemnification and Insurance

The merger agreement provides that from and after the effective date of the merger, the surviving company will provide to BPW’s current and former directors and officers exculpation and indemnification which is at least as favorable as the exculpation and indemnification currently provided under BPW’s certificate of incorporation and bylaws. In addition, Talbots and the surviving company will indemnify each of BPW’s current and former directors and officers against all losses or costs in connection with any claim pertaining to (i) the fact that such person is or was a director or officer of BPW or (ii) the merger agreement and the transactions it contemplates.

The merger agreement further provides that Talbots will cause the officers and directors of BPW to be covered for a period of six years by BPW’s current directors’ and officers’ liability insurance, or by policies that are not less advantageous than BPW’s existing policy, with respect to acts or omissions occurring prior to the merger, provided that Talbots will not be required to pay annual premiums in excess of 300% of BPW’s current premiums.

THE BPW SPONSORS’ AGREEMENT

PWPA and BNYH are the sponsors of BPW and collectively hold 5,921,660 shares of BPW common stock, all of which were acquired prior to BPW’s initial public offering and warrants to acquire 14,372,089 shares of BPW common stock as of the record date for the BPW special meeting of stockholders. Pursuant to the BNYH agreement, PWPA will acquire BNYH upon the completion of the merger. In connection with the entry into the merger agreement, PWPA and BNYH have entered into the BPW sponsors’ agreement with BPW and Talbots under which, subject to the terms and conditions of that agreement, PWPA, on behalf of itself and BNYH, has agreed to, among other things:


	•	surrender an aggregate of 1,776,498 shares of BPW common stock at the same time as the completion of the merger for no consideration,

	•	in connection with the merger proposal and the pre-closing certificate amendment proposal, vote all of the shares of BPW common stock that it acquired prior to BPW’s initial public offering in accordance with the majority of the votes cast by the holders of shares of common stock issued in BPW’s initial public offering, and vote any shares of BPW common stock acquired by it in the open market in favor of the merger proposal and the pre-closing certificate amendment proposal and vote all its shares of BPW common stock (including the founders’ shares) in favor of the post-closing certificate amendment proposal and the adjournment proposal,

	•	exchange, at the completion of the merger, warrants to purchase shares of BPW common stock for shares of Talbots common stock, at an exchange ratio of one warrant to purchase shares of BPW common stock for one tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger, and

	•	subject to exceptions described below in this document, restrict the transfer of all shares of Talbots common stock held by it for 180 days after completion of the merger.

THE BNYH AGREEMENT

Purchase of BNYH by PWPA

Pursuant to the terms of the BNYH agreement, BNYH BPW 1 LLC and BNYH BPW 2 LLC have agreed to sell to PWPA and an affiliate of PWPA 100% of the issued and outstanding membership units of BNYH, for an aggregate cash purchase price of $4,225,000. The sale of the BNYH membership units is conditioned on, and will be completed at the time of, the completion of the merger.

Additional Agreements

The parties to the BNYH agreement also agreed to (i) the termination of BNYH’s obligations to make purchases of shares of BPW common stock pursuant to the Rule 10b5-1 Stock Purchase Plan, dated as of January 14, 2008, by and among BNYH, BPW and Citigroup, which we refer to as the BNYH purchase plan, and (ii) an increase from $12.5 million to $25 million in the maximum aggregate purchase price of shares of BPW common stock that PWPA would be obligated to purchase under the Rule 10b5-1 Stock Purchase Plan, dated January 14, 2008, by and among PWPA, BPW and Citigroup, which we refer to as the PWPA purchase plan. As a result of these changes, PWPA assumed the full obligation of BNYH to purchase shares of BPW common stock under the BNYH purchase plan, such that there was no change in the aggregate number of shares of BPW common stock that PWPA and BNYH were collectively required to purchase under these purchase plans. Accordingly, PWPA was required to purchase any shares of BPW common stock offered for sale (and not purchased by another investor) at or below a price equal to the per share amount held in BPW’s trust account, commencing on the day after the filing of this document and ending on the earlier of (i) January 14, 2010, the business day immediately preceding the record date for the special meeting of BPW stockholders, or earlier in certain circumstances as described in the PWPA purchase plan, or (ii) until such purchases reach $25 million in total. The purchase of such shares would have been made by Citigroup. It was intended that such purchases would have satisfied the conditions of Rule 10b-18(b) under the Exchange Act and the broker’s purchase obligation would have otherwise been subject to applicable law including Regulation M under the Exchange Act, which would have prohibited or limited purchases pursuant to the PWPA purchase plan in certain circumstances. However, PWPA was not required to, and did not, purchase any shares under the PWPA purchase plan. The sponsors will participate in any liquidation distributions with respect to any shares of BPW common stock purchased by it following the consummation of BPW’s initial public offering in the event BPW is required to adopt a plan of liquidation in accordance with the BPW certificate of incorporation.

BNYH has also irrevocably appointed PWPA as its proxy to (i) vote its shares of BPW common stock at the BPW special meeting and any adjournment thereof (subject to BNYH’s existing obligations to vote these shares as provided in the Letter Agreement, dated as of February 26, 2008, by and among BPW, Citigroup, BNYH and Brooklyn NY Holdings LLC, which we refer to as the “BNYH Insider Letter”) and (ii) exchange its warrants to purchase BPW common stock in the warrant exchange offer.

In addition, BNYH has agreed to use commercially reasonable efforts to take all reasonably necessary actions, as requested in good faith by PWPA, to complete the merger, except that BNYH will not be required to incur any liabilities, expend any funds (except to the extent BNYH wishes to engage third parties, such as legal counsel, to represent its interests) or take any actions on behalf of BPW, PWPA or any of their respective affiliates in connection with the merger.

Indemnification

In addition to customary indemnification provisions, PWPA has also agreed that, effective as of December 7, 2009, if BPW is required to liquidate or dissolve prior to its initial business combination, PWPA will indemnify BNYH against certain losses arising pursuant to the BNYH Insider Letter. Further, PWPA has agreed to indemnify certain affiliates of BNYH for any losses incurred as a result of the execution by BPW of any documents relating to its initial business combination and/or the negotiation or consummation of any actual or potential initial business combination after December 8, 2009.

THE WARRANT EXCHANGE OFFER

As of the record date for the BPW special meeting of stockholders, there were outstanding warrants held by public warrantholders to acquire a total of 35,000,000 shares of BPW common stock at an exercise price of $7.50 per share (not including the warrants held by the sponsors of BPW, PWPA and BNYH, as described above), which were issued under a Warrant Agreement, dated as of February 26, 2008, between BPW and Mellon Investor Services LLC. The exercise of the BPW warrants is conditioned upon the completion by BPW of a specified business combination transaction (of which the proposed merger with Talbots would be one) on or prior to February 26, 2010. In the merger agreement, Talbots and BPW agreed that Talbots would conduct an exchange offer, to be commenced following the BPW special meeting of stockholders (assuming receipt of the requisite approvals of BPW stockholders at that meeting), for the BPW warrants held by the public warrantholders of BPW.

In the warrant exchange offer, holders of BPW warrants may elect to exchange their outstanding BPW warrants for either:


	•	new warrants to purchase shares of Talbots common stock with a stated term of five years from the date of the completion of the merger, which new warrants will have an exercise price equal to the product of 1.30 and the average Talbots closing price, and which will expire and thereafter represent solely the right to receive $0.01 per warrant if the trading price of shares of Talbots common stock exceeds the product of 1.75 and the average Talbots closing price for any 20 trading days within a 30-trading-day period, or

	•	shares of Talbots common stock at an exchange ratio of one warrant to purchase shares of BPW common stock for one tenth of the stock consideration received for each share of BPW common stock based on the floating exchange ratio in the merger.

The completion of the warrant exchange offer is expected to be conditioned, among other things, on the participation in the warrant exchange offer of holders of at least 90% of the BPW warrants that were issued in BPW’s initial public offering. If the warrant exchange offer is completed, the BPW warrants of warrantholders that did not participate in the warrant exchange offer will, in accordance with the terms of the warrant agreement, be converted into warrants to purchase the number of shares of Talbots common stock as such warrantholder would have received in the merger had the warrants been converted to shares of BPW common stock immediately prior to the completion of the merger.

The warrant exchange offer will be structured such that if, in the aggregate, less than 50% of the BPW warrants held by the public warrantholders (counting for these purposes BPW warrants held by the public warrantholders that do not elect to participate in the warrant exchange offer) elect to receive shares of Talbots common stock, then the number of BPW warrants to be exchanged for shares of Talbots common stock will be increased and the number of BPW warrants to be exchanged for new warrants to purchase shares of Talbots common stock will be decreased for each exchanging public warrantholder, proportionate to the number of BPW warrants held by such holder, until 50% of the BPW warrants held by the public warrantholders (counting for these purposes BPW warrants held by non participating warrantholders) would be exchanged for shares of Talbots common stock. If, in the aggregate, less than 50% of the BPW warrants held by the public warrantholders elect to receive new warrants to purchase shares of Talbots common stock, then the number of BPW warrants to be exchanged for new warrants to purchase shares of Talbots common stock will be increased and the number of BPW warrants to be exchanged for shares of Talbots common stock will be decreased for each exchanging public warrantholder, proportionate to the number of BPW warrants held by such holder, until 50% of the BPW warrants held by the public warrantholders would be exchanged for new warrants to purchase shares of Talbots common stock.

The warrant exchange offer will be conducted pursuant to a registration statement on Form S-4, which Talbots will subsequently file with the Securities and Exchange Commission and which Talbots will request the Securities and Exchange Commission not to declare effective until the BPW special meeting has been conducted. The warrant exchange offer is expected to be completed at or immediately prior to the completion of the merger, if the conditions to the warrant exchange offer are satisfied. The completion of the merger is conditioned upon the completion of the warrant exchange offer on the terms and conditions set forth in the merger agreement and described in this document. As discussed above, PWPA, on behalf of itself and BNYH (its then wholly owned subsidiary) has agreed to exchange all of its BPW warrants for shares of Talbots common stock in the warrant exchange offer.

THE DEBT COMMITMENT LETTER

Talbots has received a debt commitment letter, dated as of December 7, 2009, from GE Capital, to provide, subject to the conditions set forth in the debt commitment letter, a $200 million revolving credit facility under which Talbots and certain of its subsidiaries would be the borrowers. We refer to the revolving credit facility contemplated by the debt commitment letter as the GE facility.

Conditions Precedent to the Debt Commitment

The availability of the GE facility is subject to, among other things:


	•	the consummation of the merger in accordance with the merger agreement and other documents executed in connection with the merger,

	•	Talbots receiving cash consideration in the merger sufficient to satisfy certain existing indebtedness and certain costs and expenses of Talbots without having more than $222 million of secured indebtedness on the date the merger occurs and the GE facility is entered into,

	•	the application of such merger consideration and the proceeds, if any, of term loans toward certain indebtedness existing and costs and expenses of Talbots,

	•	the repayment of all amounts due or outstanding under certain existing indebtedness of Talbots,

	•	completion by GE Capital of all legal due diligence with results reasonably satisfactory to GE Capital,

	•	GE Capital’s reasonable satisfaction with the tax structure of the merger and related transactions, and

	•	evidence reasonably satisfactory to GE Capital that all rent payments for real property that are due on or prior to the date that the merger occurs and the GE facility is entered into have been timely paid.

Description of the GE Facility

General

The GE facility would have a term of three and one half years. Availability under the GE facility would be determined pursuant to a borrowing base formula, based primarily upon the borrowers’ levels of domestic finished goods inventory and domestic private label credit card receivables, subject to certain limitations. Proceeds of the GE facility would be available for working capital, capital expenditures and other corporate purposes and, subject to certain conditions, to refinance Talbots’ existing debt and pay transaction expenses related to the GE facility and the merger.

Interest Rate and Fees

Loans under the GE facility are expected to bear interest, at the borrowers’ option, at a rate equal to either the adjusted London interbank offer rate plus 4.5% or an alternate base rate plus 3.5%. An unused facility fee shall be payable on the unused portion of the facility. The unused facility fee shall be 1.00% of the unused amount of the GE facility for the first six months after the GE facility is entered into, and thereafter shall range from 0.50% to 1.00% of the unused portion of the GE facility, depending on the proportion of the GE facility that is utilized. For the first year after the GE facility is entered into, any reduction in the size of the GE facility shall trigger a prepayment premium equal to 1.00% of such reduction.

Guarantors

All obligations under the GE facility would be unconditionally guaranteed by certain Talbots’ subsidiaries, to be agreed upon.

Security

The obligations of the borrowers under the GE facility and the related guarantees would be secured, subject to permitted liens and other agreed upon exceptions, by a pledge of substantially all present and future assets of the

borrowers and each guarantor (limited, in the case of the equity interest of foreign subsidiaries, to 100% of the non-voting equity interests (if any) and 66% of the voting equity interests of such subsidiaries).

Ability to Incur Additional Secured Debt

The GE facility would permit Talbots, in certain circumstances, to incur up to $50 million of term loans and obtain letters of credit in an aggregate amount to be mutually agreed upon and to secure its obligations under such term loans or letters of credit with first liens on real estate and intellectual property. The debt commitment letter limits the secured indebtedness of the borrowers and guarantors under the GE facility to $222 million on the date that the merger occurs and the GE facility is entered into.

Availability on Closing Date

On the date that the merger occurs and the GE facility is entered into, the amount of the GE facility that would be available would be limited to $160 million, subject to satisfaction of the conditions to the debt commitment letter and the borrowing base formula described above.

Other Terms

The GE facility would contain, among other terms, customary representations and warranties, affirmative and negative covenants (but no financial covenants) and events of default, subject to exceptions to be agreed upon. In connection with entry into the debt commitment letter, Talbots has paid GE Capital a fee of $1 million. In the event that the debt commitment letter is terminated, Talbots is not entitled to any refund of such fee. If Talbots enters into definitive documentation with respect to the GE Facility, certain other fees will be payable by Talbots to GE Capital.

THE AEON REPURCHASE, REPAYMENT AND SUPPORT AGREEMENT

The following description of the AEON repurchase, repayment and support agreement is subject to, and qualified in its entirety by, reference to the Repurchase, Repayment and Support Agreement, dated as of December 8, 2009, by and between Talbots, BPW, AEON Co., Ltd. and AEON (U.S.A.), Inc., which is attached to this document as Appendix D and is incorporated by reference into this document. We urge you to read the AEON agreement carefully in its entirety.

In connection with the merger, Talbots and BPW entered into a Repurchase, Repayment and Support Agreement with AEON (U.S.A.), Inc., the majority stockholder of Talbots, which we refer to as AEON USA, and AEON Co., Ltd., the parent company of AEON USA. Unless the context requires otherwise, references to AEON in this document refer to AEON Co., Ltd. and AEON (U.S.A.), Inc. together.

Share Repurchase and Discharge of Indebtedness; Acknowledgments Under AEON Facilities

Under the terms of the AEON agreement, AEON has agreed to sell to Talbots all of the shares of Talbots common stock owned by AEON for an aggregate of one million warrants to purchase shares of Talbots common stock on terms and conditions substantially the same as the warrant exchange offer, discussed above; provided, that the exercise price of such warrants will be the closing price of Talbots common stock on the date of the completion of the merger (or, if not available on such date, the closing price on the business day immediately preceding such date). This share repurchase will be completed at the same time as the merger is completed. In addition, immediately prior to such purchase, Talbots will repay in full all outstanding indebtedness under its financing agreements with AEON, and will repay in full all outstanding indebtedness under its financing agreements with third parties. Upon the completion of this share repurchase and repayment of indebtedness, AEON will no longer own any shares of Talbots common stock or be a lender to Talbots under any of Talbots’ financing arrangements.

In addition, under the AEON agreement, AEON makes a number of acknowledgments under the AEON financing agreements, in its capacity as a lender under such financing agreements, including, among others, that it waives any breach, violation, default under any AEON financing agreement arising from entry by Talbots into the merger or any of the transactions contemplated by the merger agreement, the BPW sponsors’ agreement and the AEON agreement and the consummation of the transactions contemplated thereby, that it waives any action or other requirement provided for in any AEON financing agreement which otherwise would constitute a condition precedent to the merger, including without limitation any requirement to deliver any notice, document, certificate or opinion, and that during the term of the AEON agreement, it will not sell, transfer, suffer a lien upon or otherwise dispose of any interest in or to any AEON financing agreement, including any outstanding loan amounts.

Restriction on Transfer

From the date of the AEON agreement until the earliest to occur of (a) the amendment or waiver of any provision of the merger agreement in a manner that is adverse in any material respect to AEON, or the amendment of the exchange ratio in the merger, in each case without the prior consent of AEON, (b) the repurchase of AEON’s shares of Talbots common stock and the repayment of Talbots’ indebtedness to AEON and all third parties in accordance with the terms of the AEON agreement, (c) the termination of the merger agreement in accordance with its terms and (d) April 17, 2010, AEON agrees not to transfer, whether directly or indirectly, any of the shares of Talbots common stock that it owns or that it acquires after the date of the AEON agreement.

Debt Guarantees

In February 2009, AEON guaranteed Talbots’ outstanding debt under its working capital facilities with lenders other than AEON, which total $165.0 million, and under its revolving credit and term loan facilities with lenders other than AEON, which total $100.0 million. In April 2009, AEON also agreed (a) that it would continue to provide a guaranty for the refinancing of any of the debt described in the previous sentence, which currently matures at various dates on and before April 13, 2012 and (b) if any lender of such debt fails to agree to refinance such debt on or before the existing maturity date, or if any other condition occurs that requires AEON to make a payment under its existing guaranty, AEON will make a loan to Talbots, due on or after April 16, 2010, within the limits of AEON’s existing loan guaranty.

Under the AEON agreement, AEON represents and acknowledges that these guarantees are in full force and effect and that they will remain in full force and effect until Talbots’ indebtedness to AEON is discharged in accordance with the AEON agreement. AEON further agrees to honor all of its commitments and obligations under the guaranty agreements prior to the repayment of Talbots’ indebtedness to AEON and all third parties. AEON will be released from its guarantees of Talbots indebtedness when the merger and the transactions contemplated by the AEON agreement are completed.

AEON Covenants Regarding Talbots Financing

Certain of Talbots’ existing indebtedness to parties other than AEON will expire or mature in the next six months. In particular:


	•	Talbots’ $165 million working capital line of credit (of which $141.1 million is drawn as of December 8, 2009) is committed until December 2009,

	•	Talbots’ $28 million term loan matures in December 2009,

	•	$34 million of Talbots’ $52 million revolving credit agreement matures in January 2010, and

	•	$18 million of the revolving credit agreement matures in April 2010.

The debt facilities described above may expire or mature before the merger is completed. Under the terms of the AEON agreement, AEON acknowledges that between the date of the merger agreement and the completion of the merger, Talbots will make borrowings under the $150 million secured revolving credit agreement with AEON to satisfy payment obligations under its indebtedness with parties other than AEON. However, Talbots must also receive new financing in order to fully satisfy its obligations over the next six months, as well to have sufficient funds in order to complete the share repurchase and discharge of indebtedness transactions contemplated by the AEON agreement (including with respect to any amounts borrowed under the $150 million secured revolving credit agreement with AEON).

Even if the merger is completed before any of the facilities described above has expired or matured, the completion of the merger will provide the lender under each of these facilities, as well as each other lending facility with a party other than AEON, with the right to demand immediate repayment of all amounts outstanding under such facility. Accordingly, all of Talbots’ indebtedness under these facilities needs to be refinanced or replaced in order for the merger to be completed, and the completion of the merger and the transactions contemplated by the AEON agreement are conditioned upon the receipt of this financing. Talbots has received a commitment letter to provide $200 million from GE Capital, which is sometimes referred to in this document as the debt commitment letter, to be used to complete the transactions contemplated by the merger agreement and AEON agreement, including the refinancing of any third party debt outstanding at the time the merger is completed and the discharge of any amounts borrowed before the merger is completed under the $150 million secured revolving credit agreement with AEON. Please see “The Debt Commitment Letter” for more information.

Additional AEON Covenants

Under the AEON agreement, AEON agrees that during the term of the agreement, AEON will not take any action with the purpose or effect of revoking, rescinding or limiting in any manner the authority of the audit committee of the Talbots board of directors to review and approve all material transactions with affiliated entities, including the merger agreement, BPW sponsors’ agreement and AEON agreement.

At or prior to the completion of the merger, AEON will deliver to Talbots letters of resignation from each of AEON’s representatives or designees on the Talbots board of directors. AEON also agrees to waive certain rights and claims against BPW’s trust account.

Conditions to Completion of the Stock Repurchase and Debt Repayment

The obligation of Talbots to complete the transactions contemplated by the AEON agreement is subject to the following conditions:


	•	the accuracy of AEON’s representations and warranties and the performance by AEON of its covenants under the AEON agreement,

	•	the receipt by Talbots of the full amount of the debt financing required (taking into account the net proceeds in the trust account and other available cash) to consummate the transactions contemplated by the merger agreement, the BPW sponsors’ agreement and the AEON agreement,

	•	the receipt by Talbots of payoff letters in respect of the discharged indebtedness to AEON, and

	•	the completion of the merger.

The obligations of AEON to complete the transactions contemplated by the AEON agreement is subject to the accuracy of Talbots’ representations and warranties and the full repayment of all Talbots indebtedness to AEON and third parties.

Termination of the Agreement

The AEON agreement remains in effect until the earliest to occur of (a) the amendment or waiver of any provision of the merger agreement in a manner that is adverse in any material respect to AEON, or the amendment of the exchange ratio, in each case without the prior consent of AEON, (b) the repurchase of AEON’s shares of Talbots common stock and repayment of Talbots’ indebtedness to AEON and all third parties in accordance with the terms of the AEON agreement, (c) the termination of the merger agreement in accordance with its terms and (d) April 17, 2010, subject to the continued survival of AEON’s waiver with respect to BPW’s trust account and certain other limited provisions of the AEON agreement.

Representations and Warranties

In the AEON agreement, AEON makes customary representations to BPW and Talbots regarding title to the shares of Talbots common stock owned by AEON and of the loans under the AEON financing agreements, due organization, authority to enter into the AEON agreement and absence of a requirement upon AEON to obtain any consent in connection with the AEON agreement, absence of a conflict between the execution, delivery and performance by AEON of its obligations under the AEON agreement and its organizational documents, applicable laws or contracts, other than with respect to consents or conflicts that would not reasonably be expected to impair the ability of AEON to perform its obligations under the AEON agreement or consummate the transactions contemplated by the AEON agreement.

BPW and Talbots each make customary representations to AEON regarding due organization, authority to enter into the AEON agreement, absence of a requirement upon either to obtain any consent in connection with the AEON agreement and absence of a conflict between the execution, delivery and performance by BPW or Talbots of its obligations under the AEON agreement and its organizational documents, applicable laws or contracts, other than with respect to consents or conflicts that would not reasonably be expected to impair the ability of BPW or Talbots to perform its obligations under the AEON agreement or consummate the transactions contemplated by the AEON agreement.

Indemnification

Talbots has agreed to provide, from and after the completion of the merger, exculpation and indemnification for each person who is now or has been at any time prior to the date hereof or who becomes prior to the completion of the merger, an officer or director of Talbots, which is at least as favorable to such persons as the exculpation and indemnification provided to the officers and directors by Talbots immediately prior to the completion of the merger; provided, that such exculpation and indemnification covers actions on or prior to the completion of the merger, including all transactions contemplated by the AEON agreement, the merger agreement, and the BPW sponsors’ agreement.

For six years after the completion of the merger, Talbots will maintain in effect Talbots’ current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the completion of the merger with respect to those persons who are currently covered by Talbots’ directors’ and officers’ liability insurance policy, on terms with respect to such coverage and amount no less favorable in the aggregate to Talbots’ directors and officers, as the case may be, than those of such policy in effect on the date of the AEON agreement (provided, that Talbots may substitute with policies of at least the same coverage containing terms and conditions which are no less advantageous); provided that, none of Talbots and its subsidiaries are obligated to pay premiums per annum in excess of 300% of the aggregate amount per annum that Talbots paid for such coverage in its last full fiscal year prior to the date of the AEON agreement; provided, further that, in the event that the aggregate premiums for maintaining such insurance for the benefit of the persons currently covered by Talbots’ officers and directors insurance policy are in excess of 300% of the aggregate amount per annum, then Talbots is only obligated to maintain such insurance coverage as is reasonably available for such amount.

ACCOUNTING TREATMENT

Talbots prepares its financial statements in accordance with GAAP. In determining the accounting treatment of the merger, management has evaluated all pertinent facts and circumstances, including whether BPW, which is a special purpose acquisition company, meets the definition of a business. BPW has raised significant capital through the issuance of shares and warrants and was formed to effect a merger, capital, stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. Accordingly, Talbots has concluded that BPW is a business and business combination accounting would apply to the transaction.

The merger will be accounted for using the acquisition method of accounting, which requires the determination of which entity is the accounting acquirer. The accounting acquirer is the entity that obtains control of the acquiree. The determination of the acquirer considers many factors, including the relative voting rights in the combined entity after the business combination, the existence of a large minority interest in the combined entity if no other owner or organized group of owners has a significant voting interest, the composition of the governing body of the combined entity, the composition of the senior management of the combined entity, the terms of the exchange of equity securities, the relative size of the combining entities and which of the combining entities initiated the combination. There is no hierarchical guidance on determining the acquirer in a business combination effected through an exchange of equity interests.

Talbots has concluded that Talbots is the accounting acquirer based on its evaluation of the facts and circumstances of the acquisition. The purpose of the merger was to assist Talbots with the refinancing and recapitalization of its business and Talbots initiated the transaction. Talbots is the larger of the two entities and is the operating company within the combining companies. Talbots’ continuing board members will continue to hold a majority of the seats on the Talbots board of directors and BPW stockholders will not have any continuing board appointment rights after the initial consent to 3 additional board members appointed to serve after the merger. Talbots’ senior management will be continuing as senior management of the combined company. In addition, the terms of the exchange provide BPW stockholders with a premium (subject to a formula related to Talbots’ common stock price over a defined period) over the market value of shares of BPW common stock prior to the merger announcement. Although a larger portion of the voting rights in the combined entity will be held by former BPW stockholders, this was not considered determinative, as all other important elements considered in determining which party has control, including board of directors representation and management continuity were not aligned with this voting interest. Additionally, the BPW stockholders are expected to represent a diverse group of stockholders at completion of the merger and we are not aware of any voting or other agreements that suggest that they can act as one party.

As Talbots was determined to be the acquirer for accounting purposes, the accounting for the transaction will be similar to that of a capital infusion as the only significant pre-combination asset of BPW is the cash and cash equivalents, which are already recognized by BPW at fair value, obtained from BPW’s investors. No intangibles or goodwill will arise through the accounting for the transaction. The accounting is the equivalent of Talbots issuing shares of common stock for the net monetary assets of BPW. Accordingly, Talbots will record the equity issued in exchange for BPW based on the value of the net monetary assets received as of the closing date of the merger.

Talbots will allocate the purchase price to the fair value of the assets acquired and liabilities assumed at the acquisition date. Acquisition-related costs, which include advisory, legal, accounting, valuation, and other professional or consulting fees, will be expensed in the period incurred. The costs to issue equity securities will be recognized against the proceeds. Deferred financing fees will be amortized over the term of the new financing.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following general discussion sets forth a summary of certain material United States federal income tax consequences of the merger to U.S. holders (as defined below) of BPW common stock that exchange their shares of BPW common stock for shares of Talbots common stock and cash instead of fractional shares of Talbots common stock in the merger. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any United States federal laws other than those pertaining to income tax.

This discussion is based upon the Internal Revenue Code of 1986, as amended, referred to as the Code, the regulations promulgated under the Code and court and administrative rulings and decisions, all as in effect on the date of this document. These laws may change, possibly retroactively, and any change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion addresses only those BPW stockholders that hold their shares of BPW common stock as a capital asset within the meaning of Section 1221 of the Code. Further, this discussion does not address all aspects of United States federal income taxation that may be relevant to you in light of your particular circumstances or that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including, but not limited to, if you are:


	•	a financial institution,

	•	a tax-exempt organization,

	•	an S corporation or other pass-through entity (or an investor in an S corporation or other pass-through entity),

	•	an insurance company,

	•	a mutual fund,

	•	a dealer or broker in stocks and securities, or currencies,

	•	a trader in securities that elects mark-to-market treatment,

	•	a holder of BPW common stock subject to the alternative minimum tax provisions of the Code,

	•	a holder of BPW common stock that received BPW common stock through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation,

	•	a holder of warrants to purchase BPW common stock,

	•	a person that is not a U.S. holder (as defined below),

	•	a person that has a functional currency other than the United States dollar,

	•	a holder of BPW common stock that holds BPW common stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, or

	•	a United States expatriate.

The determination of the actual tax consequences of the merger to you will depend on your specific situation and on factors that are not within our control. You should consult with your own tax advisor as to the tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws. For purposes of this discussion, the term “U.S. holder” means a beneficial owner of BPW common stock that is for United States federal income tax purposes (1) an individual citizen or resident of the United States, (2) a corporation (including any entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) a trust if (x) a United States court is able to exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust or (y) it has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person, or (4) an estate that is subject to United States federal income tax on its income regardless of its source.

The United States federal income tax consequences to a partner in an entity or arrangement treated as a partnership, for United States federal income tax purposes, that holds BPW common stock generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding BPW common stock should consult their own tax advisors.

None of BPW, Talbots or Merger Sub has requested a ruling from the Internal Revenue Service in connection with the merger or related transactions. Accordingly, the discussion below neither binds the Internal Revenue Service nor precludes it from adopting a contrary position. Furthermore, no opinion of counsel has been, or is expected to be, rendered with respect to the tax consequences of the merger or related transactions.

Tax Consequences of the Merger Generally

The receipt of Talbots common stock and cash instead of fractional shares of Talbots common stock in exchange for BPW common stock in the merger is generally expected to be treated as a taxable transaction for United States federal income tax purposes. In general, a U.S. holder whose shares of BPW common stock are converted into the right to receive Talbots common stock and cash instead of fractional shares of Talbots common stock in the merger is generally expected to recognize capital gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Talbots common stock received in the merger plus the amount of any cash received instead of fractional shares of Talbots common stock (referred to as the amount realized) and (2) the stockholder’s adjusted tax basis in the shares of BPW common stock exchanged in the merger. Gain or loss, as well as the holding period, will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered pursuant to the merger. Such gain or loss will be long-term capital gain or loss provided that a shareholder’s holding period for such shares is more than one year at the time of the consummation of the merger. Long-term capital gains of individuals are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations. A holder’s tax basis in the shares of Talbots common stock received pursuant to the merger will be equal to the fair market value of those shares on the date of the consummation of the merger and the holding period of those shares will begin on the date following the date of the consummation of the merger.

It is possible that the surrender of shares of BPW common stock by the sponsors of BPW pursuant to the BPW sponsors’ agreement (referred to as the surrender) could have an adverse effect on BPW stockholders who receive Talbots common stock in the merger. The Internal Revenue Service might contend that, for United States federal income tax purposes, shares of Talbots common stock should be treated as having been issued in the merger based on BPW stockholders’ ownership of BPW common stock prior to the surrender, followed by a transfer by the sponsors of BPW to the other BPW stockholders of an amount of Talbots common stock equal to the excess of the amount received by the other BPW stockholders over the amount that such stockholders would have received if the BPW sponsors had not surrendered any shares. Under this theory, a portion of the amount realized by each BPW stockholder (other than the sponsors of BPW) could be recharacterized as ordinary income, resulting in a corresponding reduction in such BPW stockholder’s capital gain or an increase in such BPW stockholder’s capital loss. In light of the absence of controlling authority directly on point, no assurance can be given as to whether the Internal Revenue Service would take such a position or, if it did, whether it would prevail.

Backup Withholding

If you are a non-corporate holder of BPW common stock you may be subject to information reporting and backup withholding (currently at a rate of 28%) on any cash payments you receive in connection with the merger. You generally will not be subject to backup withholding, however, if you:


	•	furnish a correct taxpayer identification number, certify that you are not subject to backup withholding on the substitute Form W-9 or successor form included in the election form/letter of transmittal you will receive and otherwise comply with all the applicable requirements of the backup withholding rules, or

	•	provide proof that you are otherwise exempt from backup withholding.

Any amounts withheld under the backup withholding rules will generally be allowed as a refund or credit against your United States federal income tax liability, provided you timely furnish the required information to the Internal Revenue Service.

This summary of certain material United States federal income tax consequences is for general information only and is not tax advice. Holders are urged to consult their tax advisors with respect to the application of United States federal income tax laws to their particular situations as well as any tax consequences arising under the United States federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

COMPARISON OF RIGHTS OF TALBOTS AND BPW STOCKHOLDERS

The following is a summary of certain material differences between the rights of holders of BPW common stock and the rights of holders of Talbots common stock, but it is not a complete description of those differences. These differences arise from the governing documents of the two companies, including Talbots’ amended certificate of incorporation and amended and restated bylaws and BPW’s amended and restated certificate of incorporation and bylaws. Talbots and BPW are each Delaware corporations and are governed by the DGCL. After completion of the merger, the rights of BPW stockholders who become Talbots stockholders will be governed by the DGCL and Talbots’ amended certificate of incorporation and bylaws. The following is a comparison of the material rights of the holders of shares of Talbots common stock and the holders of shares of BPW common stock, but it is not a complete description of those rights. We urge you to read each of the Talbots amended and restated certificate of incorporation and bylaws in its entirety. For additional information, see “Where You Can Find More Information” below.

Capitalization

Talbots. Talbots is authorized under its certificate of incorporation to issue 200,000,000 shares of common stock, par value $0.01 per share, and no shares of preferred stock.

BPW. The total number of shares of all classes of securities authorized under BPW’s amended and restated certificate of incorporation is 201,000,000 shares, comprised of 200,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of January 15, 2010, there were 41,176,471 shares of common stock issued and outstanding and there were no shares of preferred stock issued and outstanding.

Voting Rights

Talbots. Talbots’ bylaws provide that each stockholder entitled to vote at any meeting of stockholders is entitled to one vote for each share of stock held by such stockholder that has voting power upon the matter in question.

BPW. Pursuant to BPW’s bylaws, the holders of BPW common stock are entitled to one vote per share on all matters to be voted on by stockholders.

Conversion Rights

Talbots. Talbots stockholders do not have the right to demand conversion of their shares into cash upon specified events.

BPW. Pursuant to BPW’s amended and restated certificate of incorporation, at any time after BPW mails a proxy statement to its stockholders in connection with seeking their approval of a proposed initial business combination or an amendment of its certificate of incorporation extending its corporate existence, as the case may be, and until the business day immediately preceding the date on which such vote is to be taken, each holder of shares of BPW common stock issued in its initial public offering who votes against such business combination or such amendment to the certificate of incorporation, as the case may be, and duly exercises such stockholder’s conversion rights (defined below) will have the right, if such initial business combination is approved and completed or such amendment to the certificate of incorporation is approved, as the case may be, and such holder of shares of BPW common stock issued in its initial public offering continues to hold the shares of common stock issued in the initial public offering to be converted on the date on which the business combination is completed or on the date on which such amendment to the certificate of incorporation is approved, as the case may be, to convert (we refer to these rights as the conversion rights) such shares of common stock issued in the initial public offering held by such person into a cash amount per share (calculated two business days prior to the completion of such initial business combination or two business days prior to the stockholder vote on the certificate of incorporation amendment, as the case may be) equal to the quotient determined by dividing (i) the aggregate amount then on deposit in the trust account established by BPW in connection with the initial public offering (including deferred underwriting discounts and commissions incurred in connection with the initial public offering being held in the

trust account and including interest income earned on the trust account, net of income taxes previously paid on such interest income and net of interest income previously released to BPW to fund its working capital and general corporate requirements) by (ii) the total number of shares of common stock issued in the initial public offering (less, in the case of a conversion in connection with the stockholder vote required to approve an initial business combination, the number of shares of common stock issued in the initial public offering converted in connection with the approval of the certificate of incorporation amendment); provided that a holder of shares of BPW common stock issued in its initial public offering together with any affiliate or any other person or entity with whom or which such stockholder is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of BPW’s securities, shall be restricted from seeking conversion rights with respect to more than 10% of the total number of shares of common stock issued in the initial public offering. Shares of common stock issued in the initial public offering converted in connection with the stockholder vote to approve the certificate of incorporation amendment and the stockholder vote to approve our initial business combination will be aggregated for purposes of this 10% limit.

Payment of the amounts necessary to satisfy the conversion rights duly exercised shall be made as promptly as practicable following the completion of the business combination or approval of the certificate of incorporation amendment, as the case may be, and satisfaction by them of the conversion requirements (defined below). Holders of shares of BPW common stock issued in its initial public offering who do not exercise their conversion rights will retain their shares of common stock issued in the initial public offering and shall be deemed to have given their consent to the release of the remaining funds in the trust account to BPW. The exercise of conversion rights by holders of shares of BPW common stock issued in its initial public offering is conditioned on such stockholder meeting the specific requirements and following the specific procedures for the exercise of such conversion rights set forth in the proxy statement sent to BPW’s stockholders relating to the approval of a proposed initial business combination or the certificate of incorporation amendment, as the case may be. We refer to these requirements as the “conversion requirements”.

Stockholder Action by Written Consent

The DGCL allows actions to be taken by stockholders by written consent to be made by the holders of the minimum number of votes that would be needed to approve a matter at an annual or special meeting of stockholders, unless this right to act by written consent is denied in the certificate of incorporation.

Talbots. The Talbots certificate of incorporation does not prohibit stockholders from taking action by written consent.

BPW. Pursuant to BPW’s amended and restated certificate of incorporation, any action required or permitted to be taken by BPW stockholders must be effected at a duly called annual or special meeting and may not be effected by written consent.

Dividends and Trust Account Distributions

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Talbots. The Talbots certificate of incorporation and by-laws are silent with respect to dividends, so the provision of the DGCL described above applies.

BPW. Pursuant to BPW’s amended and restated certificate of incorporation, the holders of shares of BPW common stock are entitled to receive such dividends and other distributions, when, as and if declared by the board of directors from time to time. Dividends are payable in cash, property or shares of common stock or preferred stock.

The holders of shares of BPW common stock from the initial public offering are entitled to receive distributions from the trust account established in connection with BPW’s initial public offering only in the event of a liquidation of BPW or in the event such stockholder exercises conversion rights. In no other circumstances will any stockholder have any right or interest of any kind in or to the trust account. No stockholders of BPW other than holders of BPW common stock from the initial public offering are entitled to receive distributions of any kind from the trust account.

Number of Directors

Under the DGCL, the board of directors of a corporation must consist of one or more members, each of whom must be a natural person.

Talbots. The bylaws of Talbots state that the board of directors will consist of not fewer than five nor more than fifteen members, the number to be determined from time to time by the Talbots board of directors. There are currently eight members of the Talbots board of directors.

BPW. BPW’s certificate of incorporation provides that the number of directors of BPW, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, shall be fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by a majority of the “whole board.” “Whole board” means the total number of directors that BPW would have if there were no vacancies on the board of directors. BPW’s bylaws provide that the board of directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed by the board of directors from time to time. There are currently five board members of the BPW board of directors.

Classification of Directors

The DGCL permits the directors of any corporation to be divided into one, two or three classes, with the term of office of those directors of the first class expiring at the first annual meeting held after such classification becomes effective, of the second class one year thereafter, of the third class two years thereafter, with directors being chosen for a full term to replace those whose terms expire at each annual election thereafter.

Talbots. The board of directors of Talbots is not classified: all Talbots directors are elected annually to serve one-year terms.

BPW. The members of BPW’s board of directors are classified into three classes, the members of one class of which are elected at each meeting of the stockholders. Each board class is elected to hold office for a three-year term and until the successors of such class have been elected and qualified. Any increase or decrease in the number of directors shall be apportioned by the board of directors among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

Election of Directors

The DGCL provides that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, and that a bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

Talbots. Talbots directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

BPW. The BPW bylaws provide that directors shall be elected by a plurality of the votes cast at each annual meeting of stockholders and that each director so elected shall hold office until the next annual meeting of stockholders in which such director’s class stands for election and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.

Removal of Directors

The DGCL provides that in the absence of cumulative voting or a classified board, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote in an election of directors.

Talbots. Talbots directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors.

BPW. BPW’s certificate of incorporation provides that any or all of the BPW directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of BPW capital stock entitled to vote generally in the election of directors, voting together as a single class.

Vacancies

Talbots. The Talbots bylaws provide that vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of the stockholders and his or her successor is elected and qualified or until his or her earlier resignation or removal.

BPW. The BPW certificate of incorporation provides that newly created directorships resulting from an increase in the number of directors and any vacancies on the BPW board of directors resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely by a majority vote of the BPW directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and that any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Amendments to Certificate of Incorporation

Under the DGCL, an amendment to the certificate of incorporation requires (1) the approval of the board of directors, (2) the approval of the holders of a majority of the outstanding stock entitled to vote upon the proposed amendment, and (3) the approval of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class.

Talbots. The Talbots amended and restated certificate of incorporation is silent with respect to amendment, so the DGCL requirements described above govern amendment of the Talbots certificate of incorporation.

BPW. The BPW certificate of incorporation provides that BPW reserves the right to amend, alter, change or repeal any provision contained in the certificate of incorporation in the manner prescribed by the certificate of incorporation and the DGCL, and provides that other than with respect to the provisions of the certificate of incorporation addressing liability and indemnification of directors, officers and others, all rights, preferences and privileges conferred by the certificate of incorporation upon stockholders, directors and any other persons are granted subject to this right of amendment. The BPW certificate of incorporation also provides that, in addition to any other vote that may be required by law or the terms of any preferred stock:


	•	the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of BPW entitled to vote generally in the election of directors, voting together as a single class, is required to amend, alter or repeal, or adopt any provision inconsistent with the purpose and intent of, Article V (Board of Directors), Article VI (Amendments to Bylaws), Article VII (Meetings of Stockholders; Action By Written Consent) or Article X (Amendment to Certificate of Incorporation),


	•	Article IX of the certificate of incorporation, which concerns stockholder vote requirements for a business combination or an amendment to the certificate of incorporation relating to BPW’s length of existence, may only be amended by:


	•	the vote of the BPW board of directors and the affirmative vote of the holders of at least 90% of the voting power of BPW’s then outstanding common stock, or

	•	the affirmative vote of a majority of BPW’s outstanding common stock at any meeting of the stockholders held to consider approval of a proposed business combination, provided that any such amendment will become effective only upon the completion of such business combination,


	•	no amendment to any of Article III (Purpose) or Article X (Amendment of Certificate of Incorporation) may become effective prior to the consummation of a business combination, unless approved by:


	•	the vote of BPW’s board of directors and the affirmative vote of 90% of the voting power of BPW’s then outstanding common stock, or

	•	the affirmative vote of a majority of BPW’s outstanding common stock at any meeting of the BPW stockholders held to consider approval of a proposed business combination,


	•	holders of BPW common stock are not entitled to vote on any amendment to the BPW certificate of incorporation (including any amendment to any preferred stock designation) that relates solely to the terms of one or more outstanding series of BPW preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the BPW certificate of incorporation (including any preferred stock designation),

	•	any repeal or amendment of Section 8.1 of BPW’s certificate of incorporation (regarding limitation of personal liability of directors) by the stockholders of BPW or by changes in law, or the adoption of any other provision of the BPW certificate of incorporation inconsistent with Section 8.1 will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits BPW to further limit or eliminate the liability of directors) and may not adversely affect any right or protection of a director of BPW existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision,

	•	any repeal or amendment of Section 8.2 of the BPW certificate of incorporation (regarding indemnification) by the stockholders of BPW or by changes in law, or the adoption of any other provision of the BPW certificate of incorporation inconsistent with Section 8.2, will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits BPW to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision, and

	•	Section 9.5 of the BPW certificate of incorporation (regarding BPW’s existence) may only be amended (i) to provide for BPW’s perpetual existence in connection with, and becoming effective upon, the consummation of an initial business combination, with the affirmative vote of the majority of the outstanding shares of BPW common stock and (ii) to extend the original termination date of BPW’s existence until the end of the extension period (which is defined below), with the affirmative vote of the majority of outstanding shares of BPW common stock. The “extension period” is the period of time of up to six months for which the board of directors of BPW may, subject to stockholder approval, extend BPW’s existence in order to extend the time period within which BPW may complete an initial business combination for which BPW has already entered into a definitive agreement.

Amendments to Bylaws

Under the DGCL, bylaws may be adopted, amended or repealed by the stockholders entitled to vote, and by the board of directors if the corporation’s certificate of incorporation confers the power to adopt, amend or repeal the corporation’s bylaws upon the directors.

Talbots. The Talbots amended and restated certificate of incorporation and bylaws authorize the board of directors to adopt, amend or repeal Talbots’ bylaws. The bylaws also state that the stockholders entitled to vote may also adopt additional bylaws and may amend or repeal any bylaw, whether or not adopted by them; provided, however, that the affirmative vote of a majority of the entire Talbots board of directors is required to amend or repeal the section of the bylaws regarding the vote required for action by the board of directors and any committee of the board of directors or to adopt any new bylaw or bylaws inconsistent with such section of the certificate of incorporation.

BPW. The BPW certificate of incorporation provides that the affirmative vote of a majority of the BPW whole board shall be required to adopt, amend, alter or repeal the bylaws. In addition, the BPW bylaws may be adopted, amended, altered or repealed by the stockholders, provided that in addition to any vote of the holders of any class or series of capital stock of BPW required by law or by the BPW certificate of incorporation, the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of BPW entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the bylaws.

Annual Meetings of Stockholders

Talbots. The Talbots bylaws provide that an annual meeting of Talbots’ stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Talbots board of directors from time to time.

BPW. The BPW bylaws provide that unless directors are elected by written consent in lieu of an annual meeting as permitted by applicable law or an annual meeting is otherwise not required by applicable law, an annual meeting for the election of directors shall be held on such date and at such time as shall be designated from time to time by the BPW board of directors.

Special Meetings of Stockholders

Talbots. The Talbots bylaws provide that special meetings of stockholders may be called at any time by the Chairman of the Talbots board of directors, the Vice Chairman of the Talbots board of directors, if any, the President or the Talbots board of directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. A special meeting of the stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record a majority of the outstanding shares of each class of stock entitled to vote at such meeting.

BPW. The BPW certificate of incorporation provides that special meetings may be called by the board of directors pursuant to a resolution adopted by a majority of the whole board of directors, by the Chairman of the BPW board of directors, by the Chief Executive Officer or by the Secretary, at the request in writing of stockholders owning a majority of the capital stock then issued and outstanding and entitled to vote.

Submission of Stockholder Proposals

Talbots. Talbots’ bylaws provide that at any annual or special meeting of stockholders, proposals by stockholders and persons nominated for election as directors by stockholders shall be considered only if advance notice thereof has been timely given and such proposals are otherwise proper for consideration under applicable law and the Talbots certificate of incorporation and bylaws. Notice of any proposal to be presented by any stockholder or of the name of any person to be nominated by any stockholder for election as a director of Talbots at any meeting of stockholders shall be delivered to the Secretary of Talbots at Talbots’ principal executive office not less than 60 nor more than 90 days prior to the date of the meeting, provided that if the date of the meeting is first publicly announced or disclosed less than 70 days prior to the date of the meeting, such advance notice shall be given not more than ten

days after such date is first so announced or disclosed. Any stockholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and address, the number and class of all shares of each class of stock of Talbots beneficially owned by such stockholder and any material interest of such stockholder in the proposal.

BPW. BPW’s bylaws provided that a stockholder submitting a proposal for a stockholder vote must deliver a written notice to the Secretary no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of stockholders. The notice must set forth (a) as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the matter and the reasons for conducting such business at the annual meeting, and (ii) any material interest of the stockholder in such business, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class, series and number of shares of capital stock which are beneficially owned by the stockholder.

Stockholder Nomination of Director Candidates

Talbots. In addition to the advance notice requirements described above, which apply to nominations by stockholders of candidates for director, any stockholder desiring to nominate any person for election as a director must deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of each class of stock of Talbots beneficially owned by such nominee, certain personal and business experience information regarding the nominee, as well identification of the involvement of such nominee in certain legal proceedings, such nominee’s signed consent to serve as a director of Talbots if elected, the nominating stockholder’s name and address and the number and class of all shares of each class of stock of Talbots beneficially owned by such nominating stockholder.

BPW. In addition to the advance notice requirements described above, which apply to nominations by stockholders of candidates for director, any stockholder desiring to nominating any person for election as director must deliver a notice that sets forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, current business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the educational background of such person, (iv) any other information relating to the person that is required to be disclosed in solicitations of proxies for election of directors pursuant to the rules and regulations promulgated by the Securities and Exchange Commission under Section 14 of the Exchange Act, and (v) any other information relating to the person set forth in any policy for stockholder nominations for director candidates disclosed by BPW and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class, series and number of shares of capital stock which are beneficially owned by the stockholder.

Indemnification and Limitation of Personal Liability of Directors

The DGCL provides that a corporation may indemnify a director or officer against expenses actually and reasonably incurred by him in association with any action, suit or proceeding in which he is involved by reason of his service to the corporation, if the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to a criminal proceeding, the director or officer had no reason to believe that the act was unlawful. In addition, the DGCL requires that a corporation indemnify a director or officer who successfully defends himself in such a proceeding.

Talbots. The Talbots bylaws provide that Talbots shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of Talbots or serves or served at the request of Talbots at any other enterprise as a director, officer or employee. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by Talbots promptly upon receipt by Talbots of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by Talbots.

BPW. BPW’s by-laws provide that it will indemnify any person who was or is a party or is threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of BPW), by reason of the fact that such person is or was a director, officer, employee or agent of BPW, or is or was a director, officer, employee or agent of BPW serving at the request of BPW as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of BPW, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of BPW, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

BPW’s by-laws further provide that BPW will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of BPW to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of BPW, or is or was a director or officer of BPW serving at the request of BPW as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of BPW, provided that no indemnification will be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to BPW unless and only to the extent that the Court of Chancery in the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or such other court shall deem proper.

Extraordinary Transactions

The DGCL generally requires that any merger, consolidation or sale of substantially all the assets of a corporation be approved by a vote of a majority of all outstanding shares entitled to vote thereon.

Talbots. Although the DGCL permits a Delaware corporation’s certificate of incorporation to provide for a greater vote for a merger, consolidation or sale of substantially all the assets of a corporation as that described above, the Talbots certificate of incorporation does not require a greater vote.

BPW. Pursuant to BPW’s amended and restated certificate of incorporation, prior to the completion of an initial Business Combination (defined below), BPW may not complete any other business combination, whether through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar type of transaction. A “Business Combination” means a business combination, whether through merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar type of transaction, with one or more target businesses that have an aggregate fair market value of at least 80% of the amount held in the trust account established in connection with BPW’s initial public offering at the time of the signing of a definitive agreement in connection with an initial Business Combination (excluding deferred underwriting commissions payable to the underwriters in connection with the initial public offering) resulting in BPW acquiring controlling interests of such target business(es) or assets. Prior to the completion of an initial Business Combination, BPW must submit any proposed initial Business Combination to stockholders for approval regardless of whether the proposed Business Combination is of a type which normally would require stockholder approval. A proposal to amend the certificate of incorporation to provide for the BPW’s perpetual existence in connection with, and becoming effective upon, the completion of an initial Business Combination must be submitted to BPW’s stockholders in connection with any proposed initial Business Combination. In the event that (i) a majority of the shares of common stock issued in the initial public offering voted by the holders of such common stock present and entitled to vote at the meeting to approve an initial Business Combination are voted for the approval of such initial Business Combination and (ii) a majority of the outstanding shares of common stock are voted in favor of an amendment to BPW’s certificate of

incorporation to provide for the BPW’s perpetual existence, BPW is authorized to consummate such initial Business Combination; provided, however, that BPW’s certificate of incorporation prohibits BPW from completing the merger if holders of more than 35% (minus one share) of the outstanding shares of BPW common stock issued in BPW’s initial public offering vote, on a cumulative basis, against either the pre-closing certificate amendment proposal or the merger proposal, or both, and properly exercise their rights to convert their shares of BPW common stock to cash. An initial Business Combination may only be consummated if (a) BPW confirms that it has sufficient resources to pay both (i) the consideration required to consummate such initial Business Combination and (ii) the amount necessary to satisfy the conversion rights exercised by holders of shares of BPW common stock issued in its initial public offering and (b) an amendment to the certificate of incorporation providing for perpetual existence of BPW has been approved by a majority of the outstanding shares of common stock at a duly held meeting.

Until completion of the initial Business Combination, BPW may not issue any shares of capital stock or any rights, warrants, options or other securities convertible into shares of capital stock that participate in or are otherwise entitled in any manner to any amount on deposit in the trust account or that are entitled to vote as a class with the shares of common stock issued in the initial public offering on an initial Business Combination.

COMPARATIVE MARKET PRICES AND DIVIDENDS

Talbots

Talbots common stock is traded on the New York Stock Exchange under the symbol “TLB”. Talbots fiscal year conforms to the National Retail Federation’s fiscal calendar year. The following table shows the high and low reported intraday sales prices per share of Talbots common stock as reported on the New York Stock Exchange and the cash dividends declared per share, in each case as reported by Bloomberg L.P.:


	Sales Price
	Per Share				Cash Dividends
	High		Low		Per Share

Fiscal year ended February 2, 2008
First Quarter	$	26.40	$	20.24	$	0.13
Second Quarter	$	25.80	$	19.50	$	0.13
Third Quarter	$	26.10	$	13.49	$	0.13
Fourth Quarter	$	16.66	$	6.48	$	0.13
Fiscal year ended January 31, 2009
First Quarter	$	14.60	$	6.94	$	0.13
Second Quarter	$	15.67	$	6.90	$	0.13
Third Quarter	$	17.97	$	6.95	$	0.13
Fourth Quarter	$	9.89	$	1.19	$	0.13
Fiscal year ended January 30, 2010
First Quarter	$	4.84	$	1.86	$	0.00
Second Quarter	$	7.23	$	2.00	$	0.00
Third Quarter	$	12.00	$	5.00	$	0.00
Fourth Quarter (through January 25, 2010)	$	11.48	$	6.60	$	0.00

In February 2009, the board of directors of Talbots approved the indefinite suspension of the Company’s quarterly dividends.

On December 8, 2009, the date of the public announcement of the merger agreement, the high and low sales prices of shares of Talbots common stock as reported on the NYSE were $9.05 and $7.28, respectively. On January 25, 2010, the latest practicable trading day before the date of this document, the high and low sales prices of shares of Talbots common stock as reported on the NYSE were $11.29 and $10.60, respectively. On January 25, 2010, the latest practicable trading day before the date of this document, there were approximately 6,500 holders of Talbots common stock.

BPW

BPW common stock is traded on the NYSE Amex under the symbol “BPW”. BPW’s fiscal year ends on December 31st of each year. The following table shows the high and low reported intraday sales prices per shares of BPW common stock as reported on the NYSE Amex and the cash dividends declared per share, in each case as reported by Bloomberg L.P.:


	Sales Price
	Per Share				Cash Dividends
	High		Low		Per Share

Fiscal year ended December 31, 2007
First Quarter		N/A		N/A		N/A
Second Quarter		N/A		N/A		N/A
Third Quarter		N/A		N/A		N/A
Fourth Quarter		N/A		N/A		N/A
Fiscal year ended December 31, 2008
First Quarter		N/A		N/A		N/A
Second Quarter	$	9.52	$	9.00	$	0.00
Third Quarter	$	9.36	$	8.85	$	0.00
Fourth Quarter	$	9.60	$	8.20	$	0.00
Fiscal year ended December 31, 2009
First Quarter	$	9.52	$	8.95	$	0.00
Second Quarter	$	9.58	$	9.35	$	0.00
Third Quarter	$	9.82	$	9.55	$	0.00
Fourth Quarter	$	10.75	$	9.77	$	0.00

On December 8, 2009, the date of the public announcement of the merger agreement, the high and low sales prices of shares of BPW common stock as reported on the NYSE Amex were $10.75 and $9.85, respectively. On January 25, 2010, the latest practicable trading day before the date of this document, the high and low sales prices of shares of BPW common stock as reported on the NYSE Amex were $10.61 and $10.73, respectively. On January 15, 2010, the record date for the BPW special meeting, there were approximately 400 holders of BPW common stock.

Talbots stockholders and BPW stockholders are advised to obtain current market quotations for Talbots common stock and BPW common stock. The market price of Talbots common stock and BPW common stock will fluctuate between the date of this document and the effective date of the merger. No assurance can be given concerning the market price of Talbots common stock or BPW common stock before or after the effective date of the merger.

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EXPERTS

The financial statements incorporated in this prospectus by reference from Talbots’ Annual Report on Form 10-K for the year ended January 31, 2009, and the effectiveness of Talbots’ internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating to the adoption of new accounting guidance relative to accounting for uncertain income tax positions and (2) express an adverse opinion on the effectiveness of internal control over financial reporting because of a material weakness). Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The financial statements of BPW at December 31, 2008 and for the year then ended as well as the period from October 12, 2007 (inception) to December 31, 2008, have been incorporated into this document by reference to BPW’s Annual Report on Form 10-K for the year ended December 31, 2008 in reliance upon the report of Rothstein, Kass & Company, P.C., independent registered public accounting firm, which is incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing.

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STOCKHOLDER PROPOSALS

Talbots

Any proposal of a stockholder intended to be presented at Talbots’ 2010 Annual Meeting of Stockholders must be received by Talbots’ Secretary, for inclusion in Talbots’ proxy statement, notice of meeting and proxy relating to the 2010 Annual Meeting, no later than December 25, 2009.

Talbots’ by-laws establish an advance written notice procedure for stockholders seeking to nominate candidates for election as directors at any annual meeting of stockholders, or to bring business before an annual meeting of Talbots’ stockholders. The by-laws provide that only persons who are nominated by or at the direction of the Talbots board of directors, or by a stockholder who has given timely written notice to Talbots’ Secretary prior to the meeting at which directors are to be elected, will be eligible to be considered for election as Talbots’ directors at the annual meeting. The by-laws also provide that at any meeting of stockholders only such business may be conducted as has been brought before the meeting by or at the direction of the Talbots board of directors or, in the case of an annual meeting of stockholders, by a stockholder who has given timely written notice to Talbots’ Secretary of such stockholder’s intention to bring such business before the meeting. Under the by-laws, for any such stockholder notice to be timely, such notice must be received by us in writing not less than 60 days nor more than 90 days prior to the meeting, or in the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, to be timely, notice by the stockholder must be received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting or such public disclosure was made. Under the by-laws, a stockholder’s notice must also contain certain information specified in the by-laws.

BPW

If the merger is completed, BPW will be a wholly owned subsidiary of Talbots. If the merger is not completed prior to February 26, 2010, or April 26, 2010 if the pre-closing certificate amendment proposal is approved, BPW will be required to dissolve and liquidate and will conduct no annual meetings thereafter. As a result, BPW does not currently expect to hold another annual meeting of stockholders whether or not the merger is completed.

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WHERE YOU CAN FIND MORE INFORMATION

The Securities and Exchange Commission allows Talbots and BPW to incorporate by reference information in this document. This means that Talbots and BPW can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this document, except for any information that is superseded by information that is included directly in this document.

This document incorporates by reference the documents listed below that Talbots and BPW previously filed with the SEC. They contain important information about the companies and their financial condition.


Talbots SEC Filings		Period or Date Filed

Annual Report on Form 10-K		Year ended January 31, 2009
Quarterly Report on Form 10-Q		Quarterly reports for the periods ended October 31, 2009, August 1, 2009 and May 2, 2009
Current Report on Form 8-K		Current reports filed on: January 12, 2010, January 4, 2010, December 10, 2009 and December 8, 2009 (other than the portions of those documents not deemed to be filed)
The description of Talbots’ common stock set forth in a registration statement filed pursuant to Section 12 of the Exchange Act and any amendment or report filed for the purpose of updating those descriptions


BPW SEC Filings		Period or Date Filed

Annual Report on Form 10-K		Year ended December 31, 2008
Quarterly Report on Form 10-Q		Quarterly reports for the periods ended September 30, 2009, June 30, 2009 and March 31, 2009
Current Report on Form 8-K		Current Reports filed on: January 7, 2010, December 11, 2009 and December 8, 2009 (other than the portions of those documents not deemed to be filed)
The description of BPW’s common stock set forth in a registration statement filed pursuant to Section 12 of the Exchange Act and any amendment or report filed for the purpose of updating those descriptions

In addition, Talbots and BPW also incorporate by reference additional documents that either company files with the Securities and Exchange Commission between the date of this document and the date of the BPW special meeting. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Talbots has supplied all information contained or incorporated by reference in this document relating to Talbots, as well as all pro forma financial information, and BPW has supplied all information relating to BPW. Documents incorporated by reference are available from Talbots and BPW without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. You may read and copy documents incorporated by reference in this document, other than certain exhibits to those documents, at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain such documents free of charge through the Securities and Exchange

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Commission’s website (www.sec.gov) or by requesting them in writing or by telephone from the appropriate company at the following addresses.


The Talbots, Inc.		BPW Acquisition Corp.
One Talbots Drive Hingham, Massachusetts 02043 (781) 749-7600 Attn: Investor Relations		750 Washington Boulevard Stamford, Connecticut 06901 (203) 653-5800 Attn: Investor Relations

If you would like to request any documents, please do so by February 17, 2010 in order to receive them before the BPW special meeting. You will not be charged for any of these documents that you request. If you request any incorporated documents from Talbots or BPW, Talbots or BPW will mail them to you by first class mail, or another equally prompt means, within one business day after it receives your request.

Neither BPW nor Talbots has authorized anyone to give any information or make any representation about the merger or our companies that is different from, or in addition to, that contained in this document or in any of the materials that have been incorporated in this document. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

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TABLE OF CONTENTS


		Page

ARTICLE I	DEFINITIONS		A-1
ARTICLE II	THE MERGER		A-9
Section 2.1	The Merger		A-9
Section 2.2	Closing and Closing Date		A-9
Section 2.3	Effective Time		A-10
Section 2.4	Effects of the Merger		A-10
Section 2.5	Organizational Documents		A-10
Section 2.6	Directors and Officers		A-10
Section 2.7	Conversion of BPW Common Stock		A-10
Section 2.8	Fractional Interests		A-11
Section 2.9	Surrender of BPW Common Stock; Transfer Books		A-12
Section 2.10	Lost, Stolen or Destroyed Certificates		A-13
Section 2.11	Withholding Rights		A-13
Section 2.12	Sponsors’ Agreement		A-13
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MERGER SUB		A-14
Section 3.1	Organization and Qualification		A-14
Section 3.2	Authorization; Validity and Effect of Agreement		A-14
Section 3.3	Capitalization		A-14
Section 3.4	Subsidiaries		A-15
Section 3.5	Other Interests		A-16
Section 3.6	No Conflict; Required Filings and Consents		A-16
Section 3.7	Compliance		A-17
Section 3.8	SEC Documents		A-17
Section 3.9	Absence of Certain Changes		A-18
Section 3.10	Litigation		A-18
Section 3.11	Taxes		A-18
Section 3.12	Employee Benefit Plans		A-18
Section 3.13	Properties		A-20
Section 3.14	Contracts		A-21
Section 3.15	Labor Relations		A-21
Section 3.16	Environmental Matters		A-21
Section 3.17	Opinion of Financial Advisor		A-22
Section 3.18	Brokers		A-22
Section 3.19	Vote Required		A-22
Section 3.20	Insurance		A-22
Section 3.21	Takeover Provisions Inapplicable		A-22
Section 3.22	Affiliate Transactions		A-23
Section 3.23	Intellectual Property		A-23
Section 3.24	Information Statement/Proxy Statement/Prospectus; Form S-4 Registration Statement; Offer Documents; Other Information		A-23
Section 3.25	Financial Ability		A-24
Section 3.26	Trust Waiver		A-24

A-i


		Page

Section 3.27	Merger Sub		A-24
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF BPW		A-25
Section 4.1	Organization and Qualification		A-25
Section 4.2	Authorization; Validity and Effect of Agreement		A-25
Section 4.3	Capitalization		A-25
Section 4.4	No Conflict; Required Filings and Consents		A-26
Section 4.5	Compliance		A-26
Section 4.6	SEC Documents		A-26
Section 4.7	Absence of Certain Changes		A-27
Section 4.8	Litigation		A-27
Section 4.9	Title to Property		A-27
Section 4.10	Contracts		A-27
Section 4.11	Intellectual Property		A-27
Section 4.12	Employee Benefits Plans		A-28
Section 4.13	Labor Matters		A-28
Section 4.14	Taxes		A-28
Section 4.15	Opinion of Financial Advisor		A-28
Section 4.16	Brokers		A-28
Section 4.17	Vote Required		A-28
Section 4.18	Information Statement/Proxy Statement/Prospectus; Form S-4 Registration Statement; Offer Documents; Other Information		A-29
Section 4.19	Affiliate Transactions		A-29
Section 4.20	Trust Account		A-29
ARTICLE V	CONDUCT OF BUSINESS PENDING THE MERGER		A-30
Section 5.1	Conduct of Business of the Company Pending the Merger		A-30
Section 5.2	Conduct of Business of BPW Pending the Merger		A-32
Section 5.3	Information		A-34
ARTICLE VI	ADDITIONAL AGREEMENTS		A-35
Section 6.1	Preparation of Form S-4 and the Information Statement/Proxy Statement/Prospectus; Stockholder Meeting; Warrant Exchange Offer		A-35
Section 6.2	Cooperation; Notice; Cure		A-36
Section 6.3	No Solicitation		A-37
Section 6.4	Access to Information		A-38
Section 6.5	Governmental Approvals		A-38
Section 6.6	Publicity		A-39
Section 6.7	Further Assurances and Actions		A-39
Section 6.8	Stock Exchange Listing		A-39
Section 6.9	Financing		A-39
Section 6.10	Indemnification and Insurance		A-40
Section 6.11	Takeover Laws		A-41
Section 6.12	Trust Waiver		A-41
Section 6.13	Pre-Closing Confirmation and Certification		A-42
Section 6.14	Other Matters		A-42
Section 6.15	Ancillary Agreements		A-42

A-ii


		Page

ARTICLE VII	CONDITIONS OF MERGER		A-43
Section 7.1	Conditions to Obligation of each Party to Effect the Merger		A-43
Section 7.2	Conditions to Obligations of the Company and Merger Sub to Effect the Merger		A-43
Section 7.3	Conditions to Obligations of BPW to Effect the Merger		A-44
ARTICLE VIII	TERMINATION, AMENDMENT AND WAIVER		A-45
Section 8.1	Termination		A-45
Section 8.2	Expenses; Termination Fee		A-46
Section 8.3	Effect of Termination		A-47
Section 8.4	Amendment		A-47
Section 8.5	Waiver		A-47
ARTICLE IX	GENERAL PROVISIONS		A-48
Section 9.1	Non-Survival of Representations, Warranties and Agreements		A-48
Section 9.2	Notices		A-48
Section 9.3	Severability		A-48
Section 9.4	Entire Agreement; Assignment		A-49
Section 9.5	No Third-Party Beneficiaries		A-49
Section 9.6	GOVERNING LAW		A-49
Section 9.7	SUBMISSION TO JURISDICTION		A-49
Section 9.8	NO TRIAL BY JURY		A-50
Section 9.9	Action by Subsidiaries		A-50
Section 9.10	Headings		A-50
Section 9.11	Specific Performance		A-50
Section 9.12	Mutual Drafting		A-50
Section 9.13	Interpretation		A-50
Section 9.14	Schedules		A-50
Section 9.15	Counterparts		A-50

Exhibits

Exhibit A

Repurchase, Repayment and Support Agreement

Exhibit B

Initial Charter Amendment

Exhibit C

Sponsors’ Agreement

Exhibit D

Written Consent of Holders of Company Common Stock

Exhibit E

Commitment Letter

Exhibit F

Amended and Restated Certificate of Incorporation of BPW Acquisition Corp.

Exhibit G

Warrant Exchange Term Sheet

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AGREEMENT AND PLAN OF MERGER

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.”

RECITALS

WHEREAS, the Board of Directors of the Company (the “Company Board”), acting upon the unanimous recommendation of the Audit Committee of the Company Board (the “Audit Committee”), has determined that it is advisable and in the best interests of the Company and its shareholders to enter into a series of transactions, including a merger transaction, on the terms and subject to the terms and conditions set forth in this Agreement and the Ancillary Agreements;

WHEREAS, the Company Board (acting upon the unanimous recommendation of the Audit Committee), the Board of Directors of Merger Sub and the Board of Directors of BPW have each approved this Agreement, declared that this Agreement is advisable and determined that the merger of Merger Sub with and into BPW, with BPW being the surviving corporation in such merger (the “Merger”), and the other transactions contemplated hereby and by the Ancillary Agreements are advisable, fair to and in the best interests of their respective companies and stockholders and accordingly have agreed to effect the Merger and such other transactions upon the terms and subject to the conditions set forth herein and therein; and

WHEREAS, the Company, Merger Sub and BPW desire to make certain representations, warranties and agreements in connection with the Merger and the other transactions contemplated hereby as specifically set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, and intending to be legally bound hereby, the Company, Merger Sub and BPW hereby agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the term:

“A Agreement” shall mean the Repurchase, Repayment and Support Agreement entered into concurrently with the execution of this Agreement and attached hereto as Exhibit A, among BPW, the Company, AEON (U.S.A.), Inc. (“A (USA)”) and AEON Co., Ltd. (“A”).

“Action” shall mean any action, order, writ, injunction, judgment or decree outstanding or claim, suit, litigation, proceeding, arbitration, audit or investigation by or before any Governmental Entity.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, “control” (including, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by agreement or otherwise.

“AMEX” shall mean the American Stock Exchange.

“Ancillary Agreements” shall mean the A Agreement and the Sponsors’ Agreement.

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“Assets” shall mean, with respect to any Person, all land, buildings, improvements, leasehold improvements, Fixtures and Equipment and other assets, real or personal, tangible or intangible, owned or leased by such Person or any of its Subsidiaries.

“Average Company Stock Price” means the volume weighted average price per share (calculated to the nearest one-hundredth of one cent) of the Company Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the parties) for the 15 consecutive trading days immediately preceding the fifth trading day prior to the date of the BPW Stockholder Meeting.

“BPW Acquisition Proposal” means any proposal, offer or inquiry from a Third Party for or with respect to the acquisition, directly or indirectly, of beneficial ownership (as defined under Rule 13(d) of the Exchange Act) of assets, securities or ownership interests of or in BPW representing 20% or more of the assets BPW, or of an equity interest representing a 20% or greater economic interest in BPW, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, share exchange, liquidation, dissolution, recapitalization, tender offer, exchange offer or similar transaction with respect to BPW.

“BPW Charter” shall mean the Amended and Restated Certificate of Incorporation of BPW.

“BPW Employee Plan” shall mean any employee benefit plan, program, policy, practice, agreement, or other arrangement providing benefits to any current or former employee, officer director, or other service provider of BPW or any beneficiary or dependent thereof that is sponsored or maintained by BPW or to which BPW contributes, is obligated to contribute, or is party, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (in each case, whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program, policy, practice, agreement or arrangement.

“BPW Material Adverse Effect” shall mean any change, event, development, condition, occurrence or effect that (a) has had a material and adverse effect on the financial condition of BPW, or (b) prevents or materially impairs the ability of BPW to consummate the Merger before the Termination Date.

“BPW Stockholder” shall mean a holder of record of one or more shares of BPW Common Stock immediately prior to the Effective Time.

“BPW Stockholders Meeting” shall mean the meeting of the stockholders of BPW held for the purpose of approving the BPW Voting Proposal.

“BPW Warrant Agreement” means that certain Warrant Agreement, dated as of February 26, 2008, by and between BPW and Mellon Investor Services, LLC, as amended.

“BPW Warrants” means warrants to acquire shares of BPW Common Stock issued pursuant to the terms of the BPW Warrant Agreement.

“Business Combination” shall have the meaning set forth in the BPW Charter.

“Business Day” shall mean each day other than Saturdays, Sundays and days when commercial banks are authorized or required to be closed for business in New York, New York.

“Certificates” shall mean outstanding certificates which immediately prior to the Effective Time represented BPW Common Stock.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company Common Stock” shall mean the common stock of the Company, par value $0.01 per share.

“Company Acquisition Proposal” means any proposal, offer or inquiry from a Third Party for or with respect to the acquisition, directly or indirectly, of beneficial ownership (as defined under Rule 13(d) of the Exchange Act) of assets, securities or ownership interests of or in the Company or any of its Subsidiaries representing 20% or more of the consolidated assets of the Company and its Subsidiaries taken as a whole, or of an equity interest representing a 20% or greater economic interest in the Company and such Subsidiaries taken as whole, pursuant to a merger,

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consolidation or other business combination, sale of shares of capital stock, sale of assets, share exchange, liquidation, dissolution, recapitalization, tender offer, exchange offer or similar transaction with respect to either the Company or any of such Subsidiaries; provided, that the possible financing transactions described in Section 5.1(II) of the Company Disclosure Schedule shall be deemed not to be Company Acquisition Proposals, provided that the Company complies with its obligations under Section 6.1 hereof with respect thereto.

“Company Employee Plan” shall mean any employee benefit plan, program, policy, practice, agreement, or other arrangement providing benefits to any current or former employee, officer director, or other service provider of the Company or any of its Subsidiaries or any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes, is obligated to contribute, or is party, whether or not written, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (in each case, whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program, policy, practice, agreement or arrangement.

“Company IP” means all Intellectual Property that is owned solely or jointly, used, held for use or exploited by Company or any of its Subsidiaries in connection with the current conduct of their businesses.

“Company Material Adverse Effect” shall mean any change, event, development, condition, occurrence or effect that (a) has had a material and adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) prevents or materially impairs the ability of the Company to consummate the Merger before the Termination Date; provided, that to the extent any such change, event, development, condition, occurrence or effect having the results described in the foregoing clause (a) results from any of the following, it shall not constitute or be taken into account in determining whether there has been a Company Material Adverse Effect: (i) changes generally affecting the economy, financial, credit or securities markets; (ii) the execution and delivery of this Agreement or the announcement of the transactions contemplated by this Agreement; (iii) any change in market price or trading volume of the Company Common Stock (it being understood that the facts or occurrences giving rise to such change may be deemed to constitute or be taken into account in determining whether there has been a Company Material Adverse Effect); (iv) any failure of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to such failure may be deemed to constitute or be taken into account in determining whether there has been a Company Material Adverse Effect); (v) any outbreak or escalation of war or any act of terrorism; (vi) general conditions in the industries in which the Company and its Subsidiaries operate; or (vii) a change in law, rule or regulation, or GAAP or interpretations thereof (provided, however, that such matters in the case of clauses (i), (v), (vi) and (vii) shall be taken into account in determining whether there has been a Company Material Adverse Effect to the extent of any disproportionate impact on the Company and its Subsidiaries taken as a whole, relative to other companies operating in the same industries).

“Company Options” shall mean all options to acquire Company Common Stock granted, awarded or earned under the Company Stock Plans.

“Company Restricted Stock” shall mean all restricted awards of Company Common Stock granted, awarded, earned or purchased under the Company Stock Plans.

“Company Stock Award” shall mean each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured by the value of a number of shares of Company Common Stock, and each award of any kind consisting of shares of Company Common Stock, granted under the Company Stock Plans (including restricted stock units, deferred stock units, phantom stock units and dividend equivalents), other than Company Options and Company Restricted Stock.

“Company Stock Plans” shall mean The Talbots, Inc. 2003 Executive Stock Based Incentive Plan, as amended and restated, The Talbots, Inc. 1993 Executive Stock Based Incentive Plan and The Talbots, Inc. Restated Directors Stock Plan as amended through March 5, 2005.

A-3

“Company Stock Rights” shall mean all Company Options, Company Restricted Stock awards and Company Stock Awards granted, awarded, earned or purchased under the Company Stock Plans.

“Company Stockholder” shall mean a holder of record of one or more shares of Company Common Stock immediately prior to the Effective Time.

“Confidentiality Agreement” means that certain confidentiality agreement dated November 2, 2009 between the Company and BPW.

“DGCL” shall mean the General Corporation Law of the State of Delaware, as amended.

“Encumbrances” shall mean any claim, lien, pledge, option, right of first refusal, charge, security interest, deed of trust, mortgage, restriction or encumbrance pertaining to the Assets held by or in favor of Third Parties.

“Environmental Laws” shall mean any federal, state or local law, statute, ordinance, order, decree, rule, regulation or policies relating (a) to releases, discharges, emissions or disposals to air, water, land or groundwater of Hazardous Materials; (b) to the use, handling or disposal of polychlorinated biphenyls, asbestos or urea formaldehyde or any other Hazardous Material; (c) to the treatment, storage, disposal or management of Hazardous Materials; (d) to exposure to toxic, hazardous or other controlled, prohibited or regulated substances; or (e) to the transportation, release or any other use of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq. (“CERCLA”), the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. (“RCRA”), the Toxic Substances Control Act, 15 U.S.C. 2601, et seq. (“TSCA”), those portions of the Occupational, Safety and Health Act, 29 U.S.C. 651, et seq. relating to Hazardous Materials exposure and compliance, the Clean Air Act, 42 U.S.C. 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq., the Safe Drinking Water Act, 42 U.S.C. 300f, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1802 et seq. (“HMTA”) and the Emergency Planning and Community Right to Know Act, 42 U.S.C. 11001, et seq. (“EPCRA”), and other comparable state and local laws and all rules and regulations promulgated pursuant thereto or published thereunder.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder.

“ERISA Affiliate” shall mean, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Ratio” means an amount equal to the quotient (rounded to the nearest ten-thousandth) obtained by dividing $11.25 by the Average Company Stock Price; provided, however, that if such quotient is: (a) greater than 1.3235, the Exchange Ratio shall be 1.3235 (the “Exchange Ratio Ceiling”); or (b) less than 0.9000, the Exchange Ratio shall be 0.9000.

“Financing” shall mean the full amount of the debt financing required (taking into account the net proceeds in the Trust Account at Closing and other available cash) to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including the repayment in full of all amounts due or outstanding as of the Closing Date in respect of the (i) A Financing Agreements, (ii) the Support Letters and (iii) any Third Party Credit Facilities, each as defined in the A Agreement, on the terms contemplated hereby, to pay related fees and expenses and to have, immediately following the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, cash on hand or available to be borrowed under one or more bank credit facilities included in the Financing in an amount sufficient to fund ordinary course working capital and other general corporate purposes.

“Fixtures and Equipment” shall mean, with respect to any Person, all of the furniture, fixtures, furnishings, machinery and equipment owned or leased by such Person and located in, at or upon the Assets of such Person.

A-4

“GAAP” shall mean generally accepted accounting principles in the United States, as in effect from time to time, consistently applied.

“Governmental Entities” shall mean all courts, regulatory or administrative agencies, commissions or other governmental authorities, bodies or instrumentalities with jurisdiction, including for the avoidance of doubt any self regulatory organizations.

“Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under applicable Environmental Laws or the release of which is regulated under Environmental Laws. Without limiting the generality of the foregoing, the term includes: “hazardous substances” as defined in CERCLA; “extremely hazardous substances” as defined in EPCRA; “hazardous waste” as defined in RCRA; “hazardous materials” as defined in HMTA; a “chemical substance or mixture” as defined in TSCA; crude oil, petroleum products or any fraction thereof; radioactive materials, including source, byproduct or special nuclear materials; asbestos or asbestos-containing materials; chlorinated fluorocarbons (“CFCs”); and radon.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any cost associated with prepaying any such debt, (b) capitalized lease obligations, (c) obligations under interest rate agreements and currency agreements, (d) letters of credit, (e) the principal of and premium in respect of obligations evidenced by bonds, debentures, notes and similar instruments and all other obligations of a Person upon which interest is paid by such Person, including accrued interest, (f) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, (g) negative balances in bank accounts, (h) amounts in respect of checks in transit, (i) net cash payment obligations under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination), (j) all liabilities relating to securitization or factoring programs or arrangements, and (k) all Indebtedness of another Person referred to in clauses (a) through (j) above guaranteed (including keep well arrangements) directly or indirectly, jointly or severally, in any manner.

“Initial Charter Amendment” means an amendment, substantially in the form attached hereto as Exhibit B, to the BPW Charter to extend BPW’s corporate existence by two (2) months beyond the “Original Termination Date”, as such term is defined in the BPW Charter, to twenty-six (26) months in total from the date of the final prospectus relating to the IPO.

“Intellectual Property” means (a) United States and international patents, patent applications and invention registrations of any type (“Patents”), (b) trademarks, service marks, trade dress, logos, trade names, domain names, corporate names and other source identifiers, and registrations and applications for registration thereof (“Trademarks”), (c) copyrightable works, copyrights, and registrations and applications for registration thereof, (d) confidential and proprietary information, including trade secrets and know-how (“Trade Secrets”) and (e) software (excluding any off-the-shelf shrinkwrap, clickwrap or similar commercially available non-custom software), computerized databases, and internet domain names.

“IRS” shall mean the United States Internal Revenue Service or any successor agency.

“Knowledge” shall mean with respect to (a) the Company, the actual knowledge of those individuals listed in Section 1(a) of the Company Disclosure Schedule, and (b) BPW, the actual knowledge of those individuals listed in Section 1(a) of the BPW Disclosure Schedule.

“Licensed Company IP” means all Company IP that is not owned solely or jointly by the Company or any of its Subsidiaries, and that the Company or any of its Subsidiaries has a right to use or exploit by virtue of any agreement entered into with the sole owner, or one or more joint owner(s), of such Company IP.

“Material Contracts” shall mean (a) with respect to the Company or any of its Subsidiaries, (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), whether or not filed by the Company with the SEC, (ii) any agreement relating to the disposition or acquisition, directly or indirectly (by

A-5

merger or otherwise), by the Company or any of its Subsidiaries after the date of this Agreement of assets with a fair market value in excess of $5,000,000, (iii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements, in each case relating to Indebtedness, whether as borrower or lender, in each case in excess of $10,000,000, other than (x) accounts receivables and payables, and (y) loans to direct or indirect wholly owned Subsidiaries of the Company, (iv) any agreement between or among A and/or any of its Affiliates (other than the Company or any of its Subsidiaries), on the one hand, and the Company and/or any of its Subsidiaries, on the other hand, or (v) any other agreement under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of $5,000,000 in any year and which is not otherwise described in clauses (i) — (v) above; or (b) with respect to BPW, (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), whether or not filed by BPW with the SEC, (ii) any agreement relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by BPW after the date of this Agreement of assets with a fair market value in excess of $1,000,000, (iii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements, in each case relating to Indebtedness, whether as borrower or lender, in each case in excess of $1,000,000, other than accounts receivables and payables, (iv) any employee collective bargaining agreement or other agreement with any labor union, or (v) any other agreement under which BPW is obligated to make payment or incur costs in excess of $1,000,000 in any year and which is not otherwise described in clauses (i) — (iv) above.

“Maximum Expense Amount” shall mean an amount equal to $3,000,000.

“Multiemployer Plan” shall mean any “multiemployer” plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA.

“NYSE” shall mean The New York Stock Exchange, Inc.

“Organizational Documents” means, with respect to any entity, the charter, certificate of incorporation, articles of incorporation, bylaws, partnership agreement, operating agreement, declaration of trust or other governing documents of such entity, including any documents designating or certifying the terms of any securities of such entity.

“Owned Company IP” means all Company IP that is not Licensed Company IP.

“Permitted Encumbrances” shall mean (a) any and all Encumbrances which result from all statutory or other liens for Taxes or assessments and are not yet due and payable or delinquent or the validity of which is being contested in good faith by appropriate proceedings by a Party hereto; (b) all material cashiers’, landlords’, workers’, mechanics’, carriers’, repairers’ and other similar liens imposed by law and incurred in the ordinary course of business; and (c) other Encumbrances which individually or in the aggregate do not materially detract from the value of or materially interfere with the present use of the property subject thereto or affected thereby and would not otherwise reasonably be expected to have a Company Material Adverse Effect.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, real estate investment trust, other organization (whether incorporated or unincorporated), governmental agency or instrumentality, or any other legal entity.

“Representative” shall mean, with respect to any Person, that Person’s officers, directors, employees, financial advisors, agents or other representatives.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership, limited liability company, joint venture, real estate investment trust, or other organization, whether incorporated or unincorporated, or other legal entity of which (a) such Person directly or indirectly owns or controls at least a majority of the capital stock or other equity interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions; (b) such Person is a general partner, manager or managing member; or (c) such Person holds a majority of the equity economic interest.

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“Tax” or “Taxes” shall mean all federal, state, local, foreign and other taxes, levies, fees, imposts, assessments, impositions or other similar government charges, including income, estimated income, business, occupation, franchise, real property, payroll, personal property, sales, transfer, stamp, use, employment, commercial rent or withholding (including dividend withholding and withholding required pursuant to Section 1445 and 1446 of the Code), occupancy, premium, gross receipts, profits, windfall profits, deemed profits, license, lease, severance, capital, production, corporation, ad valorem, excise, duty or other taxes, including interest, penalties and additions (to the extent applicable) thereto, whether disputed or not.

“Tax Return” shall mean any report, return, document, declaration or other information or filing required to be supplied to any Taxing Authority with respect to Taxes, including any schedule or attachment thereto and any amendment thereof, any information returns, any documents with respect to or accompanying payments of estimated Taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information.

“Taxing Authority” shall mean any Governmental Entity charged with the administration of any law, rule or regulation relating to Taxes.

“Third Party” shall mean any person other than the Company, Merger Sub, BPW and their respective Affiliates; provided that, for all purposes under this Agreement, A and its Subsidiaries (excluding the Company and each of its Subsidiaries) shall each be deemed a “Third Party”.

“Transfer Taxes” shall mean any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp Taxes, any transfer, recording, registration and other fees and any similar Taxes (together with any related interest, penalties or additions).

“Willful and Material Breach” means a material breach of this Agreement that is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a material breach of this Agreement.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA.

Table of Other Defined Terms


		Cross Reference
Terms		in Agreement

$150M Revolving Credit Agreement		Section 3.25(c)
A		“A Agreement”
A (USA)		“A Agreement”
Agreement		Preamble
Audit Committee		Recitals
Blue Sky Laws		Section 3.6(c)
BNYH		Section 2.12
BPW		Preamble
BPW Board		Section 4.2
BPW Charter Amendment		Section 4.2
BPW Common Stock		Section 4.3(a)
BPW Disclosure Schedule		ARTICLE IV
BPW Financial Advisor		Section 4.15
BPW Preferred Stock		Section 4.3(a)
BPW Recommendation		Section 6.1(a)
BPW Requisite Vote		Section 4.17
BPW SEC Reports		Section 4.6(a)

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		Cross Reference
Terms		in Agreement

BPW Voting Proposal		Section 4.2
CERCLA		“Environmental Laws”
Certificate of Merger		Section 2.3
CFCs		“Hazardous Materials”
Claims		Section 6.10(b)
Closing		Section 2.2
Closing Date		Section 2.2
Commitment Letter		Section 3.25(a)
Common Shares Trust		Section 2.8(b)
Company		Preamble
Company Board		Recitals
Company Disclosure Schedule		ARTICLE III
Company Financial Advisor		Section 3.17
Company Insurance Policies		Section 3.20
Company Leased Property		Section 3.13(a)(ii)
Company Owned Property		Section 3.13(a)(i)
Company Real Property		Section 3.13(a)(ii)
Company SEC Reports		Section 3.8(a)
Delaware Secretary of State		Section 2.3
Effective Time		Section 2.3
EPCRA		“Environmental Laws”
Excess Shares		Section 2.8(a)
Exchange Agent		Section 2.9(a)
Exchange Ratio Ceiling		“Exchange Ratio”
Expenses		Section 8.2(a)
Governmental Approvals		Section 6.5(a)
HMTA		“Environmental Laws”
Indemnified Parties		Section 6.10(a)
Indemnifying Parties		Section 6.10(b)
Information Statement/Proxy Statement/Prospectus		Section 3.6(c)
Internal Controls		Section 3.8(d)
IPO		Section 4.20(a)
Lender		Section 3.25(a)
Mellon		Section 4.20(a)
Merger		Recitals
Merger Consideration		Section 2.7(a)
Merger Sub		Preamble
Minimum Warrant Exchange Participation		Section 6.1(b)
Multiple Employer Plan		Section 3.12(e)
New Warrant Shares		Section 6.1(b)
New Warrant Term Sheet		Section 6.1(b)
New Warrants		Section 6.1(b)
Nonqualified Deferred Compensation Plan		Section 3.12(h)
Offer Documents		Section 6.1(b)

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		Cross Reference
Terms		in Agreement

Other Entity		Section 3.5
Parties		Preamble
Party		Preamble
Patents		“Intellectual Property”
PBGC		Section 3.12(d)
PWP		Section 2.12
Qualified Plans		Section 3.12(a)
RCRA		“Environmental Laws”
Registration Statement		Section 3.24
Schedule		Section 9.14
Schedules		Section 9.14
Sponsors		Section 2.12
Sponsors’ Agreement		Section 2.12
Support Letters		Section 3.25(b)
Surviving Company		Section 2.1
Term Loan Facility		Section 6.9(a)
Terminating BPW Breach		Section 8.1(g)
Terminating Company Breach		Section 8.1(f)
Termination Date		Section 8.1(b)
Termination Fee		Section 8.2(d)
Third Party Approvals		Section 6.5(a)
Trade Secrets		“Intellectual Property”
Trademarks		“Intellectual Property”
Transaction		Section 6.12
Trust Account		Section 4.20(a)
Trust Account Agreement		Section 4.20(a)
TSCA		“Environmental Laws”
Voting Debt		Section 3.3(e)
Warrant Exchange Offer		Section 6.1(b)
Warrant Registration Statement		Section 6.1(b)

ARTICLE II

THE MERGER

Section 2.1 The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into BPW. Following the Merger, the separate corporate existence of Merger Sub shall cease and BPW shall continue as the surviving entity (the “Surviving Company”) in accordance with the DGCL.

Section 2.2 Closing and Closing Date. The closing of the Merger (the “Closing”) shall take place (a) at 10:00 a.m., New York time, as soon as practicable, but in no event later than the third Business Day, after the last of all of the conditions to the respective obligations of the Parties set forth in Article VII shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or (b) at such other time and date as BPW and the Company shall mutually agree (such date and time on and at which the Closing occurs being referred to herein as the “Closing Date”). The Closing shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52^nd Street,

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New York, New York 10019. At the Closing, the documents, certificates and instruments referred to in Article VII shall be executed and delivered to the applicable Party.

Section 2.3 Effective Time. Subject to the provisions of this Agreement, as soon as reasonably practicable on or after the Closing Date, the Parties shall file with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) the certificate of merger or other appropriate documents (the “Certificate of Merger”) in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and make all other filings, recordings or publications required under the DGCL in connection with the Merger. The Merger shall become effective immediately upon the filing of the Certificate of Merger with, and acceptance for record of such Certificate of Merger by, the Delaware Secretary of State in accordance with the DGCL, or at such other time as the Parties shall agree as specified in such filings in accordance with applicable law (the “Effective Time”).

Section 2.4 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger, all of the property, rights, privileges and powers of BPW and Merger Sub will vest in the Surviving Company, and all of the debts, liabilities and duties of BPW and Merger Sub will become the debts, liabilities and duties of the Surviving Company.

Section 2.5 Organizational Documents. At the Effective Time, (a) the charter of the Surviving Company shall be the BPW Charter Amendment and (b) the bylaws of the Surviving Company shall be the bylaws of Merger Sub. Such charter and bylaws shall not be inconsistent with Section 6.10.

Section 2.6 Directors and Officers.

(a) The directors of Merger Sub immediately prior to the Effective Time shall be elected as the initial directors of the Surviving Company, each to hold office in accordance with the charter and bylaws of the Surviving Company. The officers of Merger Sub immediately prior to the Effective Time shall be elected as the initial officers of the Surviving Company, each to hold office in accordance with the charter and bylaws of the Surviving Company.

(b) On or prior to the Effective Time, the Company Board shall cause the number of directors that will comprise the Company Board at the Effective Time to be seven. At the Effective Time, the Company Board shall be comprised of (i) the President and Chief Executive Officer of the Company as of the Effective Time, (ii) three additional members of the Company Board immediately prior to the Effective Time, each of whom shall qualify as “independent directors” of the Company as of the Effective Time under the rules of the NYSE, and (iii) three Persons to be mutually agreed upon by BPW and the Audit Committee after the date hereof and prior to the Effective Time.

Section 2.7 Conversion of BPW Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, BPW or the holder of any of the following securities:

(a) Subject to Sections 2.7(b) and 2.8, each share of BPW Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of BPW Common Stock held by BPW Stockholders that shall have validly exercised their conversion rights pursuant to Section 9.3 of the BPW Charter) shall be converted into and represent the right to receive a number of fully paid and nonassessable shares of Company Common Stock equal to the Exchange Ratio (such number of shares the “Merger Consideration”). The Merger Consideration shall be payable upon the surrender of the Certificate formerly representing such BPW Common Stock, subject to Sections 2.9 and 2.11. As of the Effective Time, all such shares of BPW Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares of BPW Common Stock shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) any cash in lieu of fractional shares of Company Common Stock, if any, to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.9 and (iii) any dividends or distributions in accordance with Section 2.9(e).

(b) Each share of BPW Common Stock that is owned by the Company or Merger Sub immediately prior to the Effective Time or held by BPW immediately prior to the Effective Time shall, by virtue of the Merger

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and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement.

(c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Company.

(d) Each share of BPW Common Stock issued and outstanding immediately prior to the Effective Time with respect to which a BPW Stockholder shall have validly exercised its conversion rights pursuant to Section 9.3 of the BPW Charter shall be converted into the right to receive, in cash, an amount per share calculated in accordance with Section 9.3 of the BPW Charter. At, or as promptly following the Closing as practicable, the Company shall, or shall cause the Surviving Company to, make the cash payments required under Section 9.3(b) of the BPW Charter to each such converting BPW Stockholder. As of the Effective Time, all such shares of BPW Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares of BPW Common Stock shall cease to have any rights with respect thereto, except the right to receive the cash payments referred to in the immediately preceding sentence.

(e) The Merger Consideration shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend, reorganization, recapitalization, consolidation, exchange or other like change with respect to Company Common Stock or BPW Common Stock occurring after the date hereof and prior to the Effective Time (including any dividend or distribution on the Company Common Stock or BPW Common Stock of securities convertible into Company Common Stock or BPW Common Stock, as applicable). For the avoidance of doubt, the Merger Consideration shall not be adjusted to reflect the Warrant Exchange Offer or any change in connection with the exercise of conversion rights by stockholders of BPW pursuant to Section 9.3 of the BPW Charter).

Section 2.8 Fractional Interests.

(a) No fractional shares of Company Common Stock shall be issued in the Merger, but in lieu thereof each holder of shares of BPW Common Stock otherwise entitled to a fractional share of Company Common Stock pursuant to Section 2.7(a) will be entitled to receive, from the Exchange Agent in accordance with the provisions of this Section 2.8, a cash payment in lieu of such fractional share of Company Common Stock representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Exchange Agent (reduced by any fees of the Exchange Agent attributable to such sale) in one or more transactions of shares of Company Common Stock equal to the excess of (i) the aggregate number of shares of Company Common Stock to be delivered to the Exchange Agent by the Company pursuant to Section 2.9(a) over (ii) the aggregate number of whole shares of Company Common Stock to be distributed to the holders of shares of BPW Common Stock pursuant to Section 2.9(b) (such excess being herein called the “Excess Shares”). The Parties acknowledge that payment of cash in lieu of fractional shares of Company Common Stock is solely for the purpose of avoiding the expense and inconvenience to the Company of issuing fractional shares and does not represent separately bargained-for consideration. As soon as practicable after the Effective Time, the Exchange Agent, as agent for the holders of shares of BPW Common Stock that would otherwise receive fractional shares of Company Common Stock, shall sell the Excess Shares at then prevailing prices on the NYSE in the manner provided in the following paragraph.

(b) The sale of the Excess Shares by the Exchange Agent, as agent for the holders of shares of BPW Common Stock that would otherwise receive fractional shares of Company Common Stock, shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of shares of BPW Common Stock, the Exchange Agent shall hold such proceeds in trust for the holders of shares of BPW Common Stock that would otherwise receive fractional shares of Company Common Stock (the “Common Shares Trust”). The Exchange Agent shall determine the portion of the Common Shares Trust to which each holder of shares of BPW Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of shares of BPW Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of shares of BPW Common Stock would otherwise be entitled.

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(c) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of BPW Common Stock in lieu of any fractional shares of Company Common Stock, the Exchange Agent shall make available such amounts to such holders without interest, subject to and in accordance with Section 2.9.

Section 2.9 Surrender of BPW Common Stock; Transfer Books.

(a) Prior to the Closing Date, the Company shall designate a bank or trust company reasonably acceptable to BPW to act as agent for BPW Stockholders in connection with the Merger (the “Exchange Agent”). The Exchange Agent shall receive the Merger Consideration to which BPW Stockholders shall become entitled pursuant to Section 2.7(a). Prior to the Effective Time, the Company will make available to the Exchange Agent sufficient shares of Company Common Stock to make all exchanges pursuant to Section 2.9(b). The Exchange Agent shall cause the shares of Company Common Stock and dividends or distributions with respect thereto deposited by the Company to be (i) held for the benefit of BPW Stockholders and (ii) promptly applied to making the exchanges and payments provided for in Section 2.9(b). Such shares of Company Common Stock and dividends or distributions with respect thereto shall not be used for any purpose that is not provided for herein.

(b) Promptly after the Effective Time, the Company shall, or shall cause the Exchange Agent to, mail to each BPW Stockholder whose shares were converted pursuant to Section 2.7(a) into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and the cash in lieu of fractional shares pursuant to Section 2.8. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor, after giving effect to any required withholding of Taxes pursuant to Section 2.11 hereof (A) a certificate in respect of the Merger Consideration representing that number of whole shares of Company Common Stock, if any, which such holder has the right to receive pursuant to the provisions of Section 2.7(a), with respect to each Certificate formerly representing shares of BPW Common Stock, (B) cash in lieu of any fractional shares of Company Common Stock to which such holder is entitled pursuant to Section 2.8, and (C) any dividends or distributions to which such holder is entitled pursuant to Section 2.9(e), in each case without interest, and the Certificate so surrendered shall forthwith be canceled. Until so surrendered and exchanged, each Certificate shall represent solely the right to receive the Merger Consideration into which the shares of BPW Common Stock it theretofore represented shall have been converted pursuant to Section 2.7(a), cash in lieu of any fractional shares pursuant to Section 2.8 and any dividends or distributions pursuant to Section 2.9(e), in each case without interest. If the exchange of certificates representing shares of Company Common Stock in respect of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of exchange that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such exchange shall have paid any Transfer Taxes and other Taxes required by reason of the payment of cash or exchange of certificates representing shares of Company Common Stock to a Person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of the Company that such Tax either has been paid or is not applicable.

(c) At any time after the twelve month anniversary of the Effective Time, the Company shall be entitled to require the Exchange Agent to deliver to the Company shares of Company Common Stock, cash and any other instruments in its possession relating to the transactions contemplated by this Agreement which had been made available to the Exchange Agent and which have not been distributed to holders of Certificates. Thereafter, each holder of a Certificate, representing shares converted pursuant to Section 2.7(a) may surrender such Certificate to the Company and (subject to applicable abandoned property, escheat or other similar laws) receive in exchange therefor the consideration payable in respect thereto pursuant to Section 2.7(a), Section 2.8 or Section 2.9(e), as applicable, in each case without interest, but shall have no greater rights against the Company than may be accorded to general creditors of the Company under applicable law in respect of the Merger Consideration. If any Certificates shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration shall, to the extent permitted by applicable law, become the property of the

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Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Company, the Surviving Company or the Exchange Agent shall be liable to any stockholder of BPW (or BPW Stockholder) for any part of the Merger Consideration that has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(d) At the Effective Time, the stock transfer books of BPW shall be closed and thereafter there shall be no further registration of transfers of shares of BPW Common Stock on the records of BPW. From and after the Effective Time, the holders of Certificates representing ownership of BPW Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of BPW Common Stock, except as otherwise provided for herein or by applicable law.

(e) No dividends or other distributions declared or paid after the Effective Time with respect to shares of Company Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock to which such Person is entitled, if any, and no Merger Consideration, or any cash in lieu of fractional shares pursuant to Section 2.8, shall be paid to such holder until the holder of such Certificate surrenders such Certificate in accordance with the provisions of this Agreement. Upon such surrender or submission, the Company shall cause to be paid to the Person in whose name the certificates representing the Company Common Stock shall be issued in respect of such surrendered Certificate any dividends or distributions with respect to such shares of Company Common Stock to which such Person is entitled, if any, which have a record date after the Effective Time and shall have become payable between the Effective Time and the time of such surrender, in each case without interest. In no event shall the Person entitled to receive such dividends or distributions be entitled to receive interest thereon.

Section 2.10 Lost, Stolen or Destroyed Certificates. In the event any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Company Common Stock (and cash in lieu of any fractional shares of Company Common Stock) in respect of the Merger Consideration, if any, and dividends or distributions, if any, as may be required to be issued or paid pursuant to Section 2.7(a), Section 2.8 and Section 2.9(e); provided, however, that the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Company or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

Section 2.11 Withholding Rights.

(a) The Company or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration, cash in lieu of fractional shares, if any, or dividends or distributions, if any, otherwise payable pursuant to this Agreement to any stockholder of BPW (or BPW Stockholder) such amounts as the Company or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, or foreign Tax law. To the extent that amounts are so withheld by the Company or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the BPW Stockholder in respect of which such deduction and withholding was made by the Company or the Exchange Agent.

(b) Not more than 30 days prior to the Closing Date, BPW shall deliver to the Company a certificate, substantially in the form provided for in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), certifying that BPW is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code, and has not been such a United States real property holding corporation within the five year period ending on the Closing Date. If no such certificate is delivered, the Company shall be entitled to deduct and withhold from the Merger Consideration and cash in lieu of fractional shares, if any, otherwise payable pursuant to this Agreement to any stockholder of BPW (or BPW Stockholder) such amounts as the Company is required to withhold pursuant to section 1445 of the Code.

Section 2.12 Sponsors’ Agreement. BPW, the Company, BNYH BPW Holdings LLC (“BNYH”) and Perella Weinberg Partners Acquisition LP (“PWP” and, together with BNYH, the “Sponsors”) will enter into the Sponsors’ Agreement (the “Sponsors’ Agreement”) attached hereto as Exhibit C concurrently with the execution of this Agreement.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MERGER SUB

The Company and Merger Sub represent and warrant to BPW that the statements contained in this Article III are true and correct except as set forth herein, in the disclosure schedule delivered by the Company to BPW concurrently with the execution of this Agreement (the “Company Disclosure Schedule”), as disclosed in any Company SEC Document filed with the SEC on or after January 1, 2008 and prior to the date of this Agreement and publicly available on EDGAR (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature) or as otherwise limited herein.

Section 3.1 Organization and Qualification. The Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the corporate, partnership or limited liability company power and authority to own and operate its business as presently conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership or operation of its properties or the nature of its activities makes such qualification necessary, except for such failures of the Company and any of its Subsidiaries to be so qualified as would not, when taken with all other such failures, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries have previously made available to BPW true and correct copies of their respective Organizational Documents as in effect on the date hereof.

Section 3.2 Authorization; Validity and Effect of Agreement.

(a) Each of the Company and Merger Sub has the requisite corporate power and authority to execute, deliver and perform its respective obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Agreements to which the Company or Merger Sub is a party by the Company or Merger Sub, as the case may be, and the performance by the Company and Merger Sub of their respective obligations hereunder and thereunder and the consummation by the Company and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company Board (acting upon the unanimous recommendation of the Audit Committee) and the Company Stockholders, and all other necessary corporate action on the part of the Company and Merger Sub, and no other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize this Agreement, any Ancillary Agreement to which the Company or Merger Sub is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which the Company or Merger Sub is a party has been duly and validly executed and delivered by the Company and/or Merger Sub, as applicable, and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of the Company and/or Merger Sub, as applicable, enforceable against the Company and/or Merger Sub, as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(b) The Audit Committee’s charter provides it with the authority to, among other things, review and approve all material transactions with affiliated entities or other related persons, including the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements.

Section 3.3 Capitalization.

(a) As of the date hereof and as of the date of the Effective Time, the authorized shares of capital stock of the Company consists of 200,000,000 shares of Company Common Stock. As of the close of business on October 31, 2009, (i) 55,068,373 shares of Company Common Stock were issued and outstanding, which includes 1,308,665 shares of Company Restricted Stock, (ii) 10,525,635 shares of Company Common Stock were subject to Company Options and (iii) no shares of Company Common Stock were subject to Company Stock Awards. From October 31, 2009 to the date hereof, no shares of Company Common Stock have been issued or reserved for issuance, except for shares of Company Common Stock issued in respect of the exercise, conversion or exchange of

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Company Stock Rights outstanding on October 31, 2009 or as set forth in Section 3.3(a) of the Company Disclosure Schedule.

(b) Section 3.3(b) of the Company Disclosure Schedule sets forth as of the date hereof, for the Company Stock Plans, the dates on which each outstanding Company Stock Right under such plan was granted, the number of outstanding Company Stock Rights granted on each such date, the number and class of shares of Company Common Stock for or into which each such Company Stock Right is exercisable, convertible or exchangeable, and, where applicable, the vesting schedule and/or exercise price thereof. Except (i) as set forth in this Section 3.3(b) and (ii) as described in Section 3.3(b) of the Company Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Company Common Stock or any other equity interests of the Company or its Subsidiaries or other voting securities of the Company or its Subsidiaries or obligating the Company or its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking and neither the Company nor its Subsidiaries has granted any share appreciation rights or any other contractual rights the value of which is derived from the financial performance of the Company or the value of Company Common Stock or any other equity interests of the Company.

(c) There are no outstanding or contingent obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any other equity interests in the Company or the capital stock or ownership interests of any Subsidiary of the Company.

(d) All shares of Company Common Stock subject to issuance as specified in Section 3.3(b) hereof or in Section 3.3(b) of the Company Disclosure Schedule, are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, including payment of any exercise price in respect thereof, will be validly issued, fully paid and nonassessable.

(e) There are no bonds, debentures, notes or other indebtedness having voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any of its Subsidiaries issued and outstanding. Except for the A Agreement, there are no voting trusts, proxies or other voting agreements with respect to the equity interests in the Company to which the Company or any of its Subsidiaries is a party. No Subsidiary of the Company owns any capital stock of the Company.

(f) As of the date hereof, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are, and will, as of the Effective Time, be, owned by the Company, free and clear of any lien other than Permitted Encumbrances.

Section 3.4 Subsidiaries. The only Subsidiaries of the Company are those set forth in Section 3.4 of the Company Disclosure Schedule. Section 3.4 of the Company Disclosure Schedule sets forth the equityholder(s) of each Subsidiary, the percentage of ownership of the equityholder(s) of each Subsidiary and the jurisdiction of incorporation of each Subsidiary. All of the outstanding shares of capital stock of each of the Company’s Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the Company’s Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the Company’s Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of its Subsidiaries, free and clear of all Encumbrances other than Permitted Encumbrances, and there are no existing options, warrants, calls, subscriptions, convertible securities or other securities, agreements, commitments or obligations of any character relating to the outstanding capital stock or other securities of any Subsidiary of the Company or which would require any Subsidiary of the Company to issue or sell any shares of its capital stock, ownership interests or securities convertible into or exchangeable for shares of its capital stock or ownership interests.

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Section 3.5 Other Interests. Neither the Company nor any of its Subsidiaries owns or has the right or option to acquire, directly or indirectly, any interest or investment in (whether equity or debt) any corporation, partnership, limited liability company, joint venture, business, trust or other Person (“Other Entity”), other than the rights held by the Company or its Subsidiaries identified in Section 3.4 of the Company Disclosure Schedule. Section 3.5 of the Company Disclosure Schedule sets forth the authorized capital stock, the number of shares duly issued and outstanding, the number so owned by each stockholder of the entity and the jurisdiction of incorporation of each Other Entity.

Section 3.6 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Company or Merger Sub is a party by the Company or Merger Sub, as the case may be, nor the performance by the Company and Merger Sub of their respective obligations hereunder or thereunder, nor the consummation by the Company and Merger Sub of any of the transactions contemplated hereby or thereby, will: (i) conflict with the Company’s Organizational Documents or the Organizational Documents of any of its Subsidiaries; (ii) assuming satisfaction of the requirements set forth in Section 3.6(b) below, violate any statute, law, ordinance, rule or regulation, applicable to the Company or any of its Subsidiaries or any of their Assets; or (iii) violate, breach, require consent under, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company or any of its Subsidiaries under, or result in the creation or imposition of any lien upon any Assets or business of the Company or any of its Subsidiaries under, or give rise to any Third Party’s right of first refusal, termination or other similar right under, any note, bond, indenture, mortgage, deed of trust, lease, or permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Assets are bound or encumbered, or give any Person the right to require the Company or any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind, except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults, consents, liens or other occurrences which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the execution and delivery of this Agreement or any Ancillary Agreement to which the Company or Merger Sub is a party by the Company or Merger Sub, as the case may be, nor the performance by the Company and Merger Sub of their respective obligations hereunder or thereunder, nor the consummation of any of the transactions contemplated hereby or thereby, will violate, breach, require consent under, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination by any Third Party of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company or any of its Subsidiaries under, or result in the creation or imposition of any lien upon any Assets or business of the Company or any of its Subsidiaries under, any Indebtedness.

(c) No consent, approval or authorization of, permit from, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which the Company or Merger Sub is a party by the Company or Merger Sub, as the case may be, or the consummation by the Company and Merger Sub of any of the transactions contemplated by hereby or thereby, other than (A) the filing with the SEC of (1) the joint information statement/proxy statement/prospectus to be sent to the stockholders of the Company and BPW, including in connection with the BPW Stockholders Meeting (the “Information Statement/Proxy Statement/Prospectus”), (2) the Registration Statement and (3) the Offer Documents, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement or any Ancillary Agreement to which the Company or Merger Sub is a party; (B) compliance with the applicable requirements of the HSR Act; (C) the filing of the Certificate of Merger pursuant to the DGCL; (D) filings with the NYSE, AMEX and NASD; (E) such filings and approvals as may be required by any applicable state securities or “blue sky” laws (“Blue Sky Laws”); (F) business, operating and occupancy licenses and permits; and (G) such consents, approvals,

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authorizations, permits, registrations, declarations and filings the failure to make or obtain which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.7 Compliance. To the Company’s Knowledge, the Company and each of its Subsidiaries is in compliance in all material respects with all foreign, federal, state and local laws and regulations applicable to their operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice since January 1, 2007, or has Knowledge of any written notice received by it at any time, in each case, other than routine customer and employee claims and complaints, asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which written notice has not been resolved as required thereby or otherwise to the reasonable satisfaction of the party sending the notice, except for (A) matters being contested in good faith and set forth in Section 3.7 of the Company Disclosure Schedule and (B) such failures as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.8 SEC Documents.

(a) The Company has filed with the SEC all reports, schedules, statements and other documents required to be filed by the Company with the SEC since December 31, 2006 (collectively, the “Company SEC Reports”). As of their respective dates, with respect to Company SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to make any filing with the SEC.

(b) Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations, stockholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act.

(c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of October 31, 2009, (ii) liabilities or obligations arising in the ordinary course of business on or after October 31, 2009 and prior to the date hereof, (iii) liabilities incurred on or after the date hereof that are permitted by Section 5.1 and (iv) other liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(d) The financial records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants, except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely effect the system of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). Each of the Company and its Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of

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Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its Subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the Audit Committee (A) any significant deficiencies in the design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls.

Section 3.9 Absence of Certain Changes. From October 31, 2009, the Company and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practices, and there has not been any change in the Company’s business, operations, condition (financial or otherwise), results of operations, Assets or liabilities, except for changes which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.10 Litigation. There is no Action (i) instituted, (ii) pending and served upon the Company or any of its Subsidiaries, or (iii) to the Knowledge of the Company, pending and not served upon the Company or its Subsidiaries, or threatened, in each case against the Company or any of its Subsidiaries or any of their respective Assets which, individually or in the aggregate, directly or indirectly, would reasonably be expected to have a Company Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against the Company, any of its Subsidiaries or any of their respective Assets or any statute, rule or order of any Governmental Entity applicable to the Company or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

Section 3.11 Taxes. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file), or have had timely filed on its behalf all Tax Returns required to be filed by any of them and all such filed Tax Returns are true, complete and accurate in all respects, (ii) the Company and each of its Subsidiaries have paid all Taxes that are required to be paid by any of them prior to the Closing Date, or, with respect to Taxes not yet due and payable, have established in the financial statements of the Company adequate reserves in accordance with GAAP for the payment of such Taxes, (iii) all deficiencies asserted or assessed by a Taxing Authority against the Company or any of its Subsidiaries have been paid in full or are adequately reserved in the Financial Statements of the Company, in accordance with GAAP, (iv) as of the date of this Agreement, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes and there are no currently effective waivers (or requests for waivers) of the time to assess any Taxes or Tax deficiencies, (v) there are no Encumbrances for Taxes on any of the assets of the Company or any of its Subsidiaries other than Permitted Encumbrances, (vi) no power of attorney granted by the Company or its Subsidiaries with respect to Taxes is currently in force, (vii) the Company has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code, (viii) neither the Company nor any of its Subsidiaries (A) is a party to or is bound by any Tax sharing, allocation or indemnification agreement or (B) has any liability for Taxes of any other Person (other than the Company and its Subsidiaries) pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise, and (ix) neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4.

Section 3.12 Employee Benefit Plans.

(a) The Company has listed in Section 3.12(a) of the Company Disclosure Schedule all Company Employee Plans. Section 3.12(a) of the Company Disclosure Schedule identifies each Company Employee Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”). The IRS has issued a favorable determination letter with respect to each Qualified Plan and the related trust that has not been revoked, and, to the Knowledge of the Company, there are no existing circumstances and no events have occurred that could adversely affect the qualified status of any Qualified Plan or the related trust.

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(b) With respect to each Company Employee Plan, the Company has made available to BPW a true and correct copy of (i) each writing constituting a part of such Company Employee Plan, including without limitation all plan documents, material employee communications, benefit schedules, trust agreements, group annuity contracts and insurance contracts and other funding vehicles, (ii) the most recent annual report (Form 5500) filed with the IRS and accompanying schedule, if any, (iii) the current summary plan description and summaries of any material modifications thereto, if any, (iv) the most recent actuarial valuation relating to a Company Employee Plan subject to Title IV of ERISA and (v) the most recent determination letter from the IRS, if any.

(c) With respect to the Company Employee Plans, individually and in the aggregate, no event has occurred, and there exists no condition or set of circumstances, in connection with which the Company could be subject to any liability (other than liability for the payment of benefits) that individually or in the aggregate would reasonably be expected to result in liability to the Company or any of its Subsidiaries or, to the Knowledge of the Company, to any fiduciary of a Company Employee Plan under ERISA, the Code, any other applicable law or otherwise, which, as the case may be, would reasonably be expected to have a Company Material Adverse Effect. Each Company Employee Plan has been administered in all respects in accordance with its terms, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Company Employee Plan or the imposition of any lien on the assets of the Company or any of its Subsidiaries under ERISA or the Code. With respect to the Company Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accrued or otherwise properly disclosed in the footnotes in accordance with GAAP, in the financial statements of the Company. To the Company’s Knowledge, none of the Company and its Subsidiaries nor any other person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Company Employee Plans or their related trusts, the Company, any of its Subsidiaries or any person that the Company or any of its Subsidiaries has an obligation to indemnify, to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

(d) With respect to each Company Employee Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (ii) except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the fair market value of the assets of such Company Employee Plan equals or exceeds the actuarial present value of all accrued benefits under such Plan (whether or not vested), (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not result in the occurrence of any such reportable event, (iv) all premiums to the Pension Benefit Guaranty Corporation (the ‘‘PBGC”) have been timely paid in full, (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries and (vi) the PBGC has not instituted proceedings to terminate any such Company Employee Plan and, to the Company’s Knowledge, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Company Employee Plan.

(e) Section 3.12(e) of the Company Disclosure Schedule lists each Company Employee Plan that is a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”). Except with respect to the plans so listed, none of the Company and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. None of the Company and its Subsidiaries nor any of their respective ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full. If the Company or any of its Subsidiaries or any of their respective ERISA Affiliates were to experience a withdrawal or partial withdrawal from any Multiemployer Plan, no Withdrawal Liability would be incurred. None of the Company and its Subsidiaries, nor any of their respective ERISA Affiliates, has received any notification, nor has any reason to believe, that any Multiemployer

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Plan in which they participate is in reorganization, has been terminated, is insolvent, or may reasonably be expected to be in reorganization, to be insolvent, or to be terminated.

(f) (i) There has been no communication to employees by the Company or any of its Subsidiaries which could reasonably be interpreted to promise or guarantee retiree health or life insurance or other retiree death benefits on a permanent basis, and (ii) the Company and each of its Subsidiaries has reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage.

(g) Neither the execution and delivery of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated hereby or thereby, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, consultant or director of the Company or any of its Subsidiaries, or result in any limitation on the right of the Company or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Employee Plan or a related trust. No amount paid or payable (whether in cash, in property, or in the form of benefits) by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby or any of the Ancillary Agreements to which the Company or Merger Sub is a party (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Neither the Company nor any of its Subsidiaries has any indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code.

(h) From January 1, 2005 through December 31, 2008, each Company Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) and any award thereunder, in each case that is subject to Section 409A of the Code, was maintained in good faith operational compliance with the requirements of (i) Section 409A of the Code and (ii) (x) the proposed regulations issued thereunder, (y) the final regulations issued thereunder or (z) Internal Revenue Service Notice 2005-1. From and after January 1, 2009, each Nonqualified Deferred Compensation Plan and any award thereunder has been maintained in operational compliance with the requirements of Section 409A of the Code the final regulations issued thereunder. As of December 31, 2008, each Nonqualified Deferred Compensation Plan and any award thereunder is in documentary compliance with the requirements of Section 409A of the Code and the final regulations issued thereunder.

Section 3.13 Properties.

(a) Section 3.13(a) of the Company Disclosure Schedule identifies:

(i) all real properties (by name and location) owned by the Company or its Subsidiaries (the “Company Owned Property”) as of the date hereof, which are all of the real properties owned by them as of the date hereof; and

(ii) all material leases for real properties and interests in real properties leased or operated by the Company or its Subsidiaries as lessee (the “Company Leased Property”) as of the date hereof. The Company Owned Property and the Company Leased Property is referred to herein collectively as the “Company Real Property.”

(b) The Company or its Subsidiaries have good and valid title to the Company Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow each of the Company and its Subsidiaries to conduct their business as and where currently conducted in all material respects. To the Company’s Knowledge, each Company Real Property is (i) not subject to any Encumbrances, except for any Permitted Encumbrances and (ii) not encumbered by any Indebtedness.

(c) All (i) certificates, permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property and (ii) agreements, easements or other rights, necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Real Property or to permit the lawful use and operation of all driveways, roads, and other means of egress and ingress to and from any Company Real Property have been obtained and are in full force and effect, except where the failure to obtain or maintain the same would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and to the Company’s Knowledge there is no pending threat of modification or cancellation of the same, except as would not,

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individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Company Real Property is located outside of the United States.

Section 3.14 Contracts.

(a) Section 3.14(a) of the Company Disclosure Schedule contains a complete and accurate list of all Material Contracts of the Company in effect as of the date hereof. Each such Material Contract has been delivered to, or made available for review by, BPW and is a true and correct copy of such Material Contract (including all amendments thereto).

(b) (i) There is no breach or violation of or default by the Company or any of its Subsidiaries under any of such Material Contracts, except such breaches, violations and defaults as have been waived, and (ii) no event has occurred with respect to the Company or any of its Subsidiaries, or, to the Company’s Knowledge, with respect to a Third Party, which, with notice or lapse of time or both, would constitute a breach, violation or default, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a lien, prepayment or acceleration under any of such Material Contracts, except, in the case of clause (i) and (ii) above, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.15 Labor Relations. Neither the Company nor any of its Subsidiaries is a party, or otherwise subject, to any collective bargaining agreement or similar contract; (ii) there are no proceedings asserting unfair labor practice charges pending against the Company or any of its Subsidiaries before the National Labor Relations Board, or any similar foreign labor relations governmental bodies, or any current union representation questions involving employees of the Company or any of its Subsidiaries; and (iii) there is no strike, slowdown, work stoppage or lockout, or, to the Knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any of its Subsidiaries, except in the case of clauses (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company, its Subsidiaries and each member of their respective business enterprises have in all material respects complied, and are in material compliance, with all laws and regulations in respect of wages and employment (including, the Worker Adjustment and Retraining Notification Act and all similar state, local and foreign laws). Without limiting the generality of the foregoing, each individual who renders services to the Company or any of its Subsidiaries who is classified by the Company or such Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of Tax and Tax reporting and under Company Employee Plans) is properly so characterized, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.16 Environmental Matters.

(a) The Company and each of its Subsidiaries, to the Company’s Knowledge, (i) have obtained all permits, licenses and other authorizations which are required to be obtained under all applicable Environmental Laws with respect to the Company Real Property and (ii) are in compliance with all terms and conditions of such required permits, licenses and authorizations, and also are in compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in applicable Environmental Laws, except, in the case of clause (i) and (ii) above, as would not reasonably be expected to have a Company Material Adverse Effect.

(b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Company’s Knowledge, neither the Company nor any its Subsidiaries has received a written notice of, or has any Knowledge of, any present or unremediated past violations of Environmental Laws, or of any event, incident or Action preventing continued compliance with such Environmental Laws, or which would reasonably be expected to give rise to any common law environmental liability, or form the basis of any Action against the Company or any of its Subsidiaries based on or resulting from the manufacture, processing, use, treatment, storage, disposal, transport or handling, or the emission, discharge or release into the environment, of any Hazardous Material or otherwise relating to protection of human health or the environment.

(c) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Company’s Knowledge, (i) no underground storage tank or other underground storage receptacle for Hazardous Material is located on any Company Real Property; (ii) no Company

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Real Property contains any Hazardous Material that would reasonably be expected to give rise to any common law environmental liability; and (iii) the Company is conducting all monitoring and remediation of Hazardous Materials present at any Company Real Property as required by Environmental Laws or any Governmental Entities.

Section 3.17 Opinion of Financial Advisor. The Audit Committee has received the opinion of Barclays Capital Inc. (the ‘‘Company Financial Advisor”), as of the date of this Agreement, to the effect that the Merger Consideration is fair to the holders of Company Common Stock (other than A and its Subsidiaries) from a financial point of view and such opinion has not been rescinded or amended in any material respect.

Section 3.18 Brokers. No broker, finder or investment banker (other than the Company Financial Advisor, the fees and expenses of which shall be paid by the Company) is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or the transactions contemplated by this Agreement or any Ancillary Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has heretofore furnished to BPW a complete and correct copy of all agreements (including any amendments thereto) between the Company and the Company Financial Advisor pursuant to which such firm would be entitled to any such payment.

Section 3.19 Vote Required. The Company Board, acting upon the unanimous recommendation of the Audit Committee, at a meeting duly called and held (a) determined that this Agreement and the transactions contemplated hereby and by the Ancillary Agreements, including the Merger and the issuance of Company Common Stock in connection therewith, are fair to, and in the best interests of, the stockholders of the Company, (b) approved this Agreement, the Ancillary Agreements, the Merger, the issuance of Company Common Stock in connection therewith and the other transactions contemplated hereby and thereby and (c) declared that this Agreement, the Ancillary Agreements, the Merger, the issuance of Company Common Stock in connection therewith and the other transactions contemplated hereby and thereby are advisable. This Agreement, the Ancillary Agreements, the Merger, the issuance of Company Common Stock in connection therewith and the other transactions contemplated hereby and thereby have been duly approved by the written consent of the holders of the requisite number of shares of Company Common Stock (which written consent is attached hereto as Exhibit D) and no other vote or action of the Company Stockholders is necessary to consummate the transactions contemplated hereby and by the Ancillary Agreements.

Section 3.20 Insurance. The Company maintains insurance coverage with reputable insurers or self insurance practices, in such amounts and covering such risks which in its judgment are reasonable for the business of the Company and its Subsidiaries. Section 3.20 of the Company Disclosure Schedule sets forth a list as of the date hereof of all material insurance policies in respect of any Assets of the Company and its Subsidiaries naming the Company, any of its Subsidiaries or any employees thereof as an insured or beneficiary or as a loss payable payee or for which the Company or any of its Subsidiaries has paid or is obligated to pay all or part of the premiums (together, “Company Insurance Policies”). There is no claim by the Company or any of its Subsidiaries pending under any such policies which (a) has been denied or disputed by the insurer and (b) individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. To the Company’s Knowledge, all such insurance policies are in full force and effect in all material respects, all premiums due and payable thereon have been paid, and no written notice of cancellation or termination has been received by the Company or any of its Subsidiaries with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation.

Section 3.21 Takeover Provisions Inapplicable. The Company Board, acting upon the unanimous recommendation of the Audit Committee, has adopted resolutions sufficient to render inapplicable the limitations on “business combinations” contained in Section 203 of the DGCL to BPW and the BPW Stockholders, this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and by the Ancillary Agreements. No other state anti-takeover statute or regulation, nor any takeover-related provision in the Company Organizational Documents, is applicable to BPW or the BPW Stockholders, this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and by the Ancillary Agreements that would (i) prohibit or restrict the ability of the Company to perform its obligations under this Agreement or the Certificate of Merger or its ability to consummate the Merger or the other transactions contemplated hereby or by the Ancillary Agreements, (ii) have the effect of invalidating or voiding this Agreement or any of the Ancillary

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Agreements, or the Certificate of Merger, or any provision hereof or thereof, or (iii) subject BPW or the BPW Stockholders to any impediment or condition in connection with the exercise of any of its rights under this Agreement, the Ancillary Agreements or the Certificate of Merger.

Section 3.22 Affiliate Transactions. From January 1, 2008 through the date of this Agreement there have been no transactions, agreements, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliates (other than Subsidiaries of the Company) of the Company or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act and that have not been so disclosed in the Company SEC Reports or Section 3.22 of the Company Disclosure Schedule.

Section 3.23 Intellectual Property.

(a) To the Company’s Knowledge, the Company owns or has the right to use all Intellectual Property that is necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted, as identified in Section 3.23(a) of the Company Disclosure Schedule, except where the failure of the foregoing to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all registrations of Owned Company IP are currently in good standing.

(c) The Company’s and its Subsidiaries’ title in all Owned Company IP is valid, subsisting and enforceable, except where the failure to be so valid, subsisting and enforceable would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(d) The Company or one of its Subsidiaries owns all right, title and interest in each item of Owned Company IP, free and clear of all Encumbrances other than Permitted Encumbrances. No additional material license fees in respect of any Owned Company IP that is owned by any Person jointly with the Company or its Subsidiaries will be payable the Company or any of its Subsidiaries following the Closing to any such Person for the use or exploitation of such Owned Company IP as a result of the transactions contemplated by the Agreement.

(e) The Company and each of its Subsidiaries has taken all commercially reasonable steps to protect and preserve the secrecy and confidentiality of all Trade Secrets that are included in the Owned Company IP, except where the failure to take such actions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) To the Knowledge of the Company, as of the date hereof, no Person or any of such Person’s products or services, Intellectual Property or other operation of such Person’s business is infringing upon, violating or misappropriating any Owned Company IP, except where any such infringement, misappropriation or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(g) As of the date hereof, there is no Action pending or, to the Knowledge of the Company, threatened with respect to: (i) any alleged infringement, misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries or any of its or their current products or services; (ii) any claim challenging the validity or enforceability of any Owned Company IP, or the ownership by the Company or the respective Subsidiary of such Owned Company IP; or (iii) any claim contesting the Company’s or any of its Subsidiaries’ rights with respect to any Licensed Company IP, except in the case of clauses (i), (ii) and (iii), for any of the foregoing, that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, the Company and its Subsidiaries are not subject to any order, judgment or decree that restricts or impairs the use of any Company IP, except (x) for any such order, judgment or decree that is generally applicable to Persons engaged in the businesses engaged in by the Company and its Subsidiaries or (y) where compliance with such order, judgment or decree would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.24 Information Statement/Proxy Statement/Prospectus; Form S-4 Registration Statement; Offer Documents; Other Information. None of the information with respect to the Company or its Subsidiaries supplied by the Company in writing specifically for inclusion in the Information Statement/Proxy Statement/Prospectus or

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any amendments thereof or supplements thereto, in the registration statement on Form S-4 pursuant to which the issuance of shares of Company Common Stock to be issued in the Merger will be registered under the Securities Act (the “Registration Statement”), of which the Information Statement/Proxy Statement/Prospectus will form a part, or any amendments thereof or supplements thereto, or in the Offer Documents or any amendments thereof or supplements thereto, will (i) in the case of the Information Statement/Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Information Statement/Proxy Statement/Prospectus and at the time of the BPW Stockholders Meeting, (ii) in the case of the Registration Statement or any amendments thereof or supplements thereto, at the time it becomes effective, or (iii) in the case of the Offer Documents or any amendments thereof or supplements thereto, at the time of the mailing of the Offer Documents, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information related to BPW or any of its Affiliates included in the Information Statement/Proxy Statement/Prospectus or any amendments thereof or supplements thereto, the Registration Statement or any amendments thereof or supplements thereto, or the Offer Documents or any amendments thereof or supplements thereto, as the case may be.

Section 3.25 Financial Ability.

(a) The Company has received and entered into, and furnished to BPW, an executed commitment letter, dated as of the date hereof (the “Commitment Letter”) from the lender party thereto (the “Lender”), a complete and correct copy of which is attached as Exhibit E relating to the commitment of the Lender to provide a portion of the Financing on the terms set forth therein.

(b) The Commitment Letter is valid, binding and in full force and effect and enforceable against the parties thereto in accordance with its terms, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of the Company under the terms and conditions of the Commitment Letter, other than any such default, breach or failure that has been waived by the Lender, or otherwise cured in a timely manner by the Company to the satisfaction of the Lender. Except to the extent replaced after the date hereof by amendment or restatement of the $150M Revolving Credit Agreement, each of the Support Letters (as defined in the A Agreement) is valid, binding and in full force and effect and enforceable against the parties thereto in accordance with its terms, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of the Company under the terms and conditions of any Support Letter, other than any such default, breach or failure that has been waived by A, or otherwise cured in a timely manner by the Company.

(c) As of the date hereof, there is no amount due or outstanding in respect of the Secured Revolving Loan Agreement, dated as of April 10, 2009 (as amended, supplemented or otherwise modified from time to time, the “$150M Revolving Credit Agreement”), by and between A and the Company. The $150M Revolving Credit Agreement is valid, binding and in full force and effect and enforceable against the parties thereto in accordance with its terms, and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of the Company under the terms and conditions of such agreement, other than any such default, breach or failure that has been waived by A, or otherwise cured in a timely manner by the Company.

Section 3.26 Trust Waiver. The Company hereby acknowledges that it has reviewed the final prospectus of BPW, dated February 26, 2008, and the Trust Account Agreement, and is aware that disbursements from the Trust Account are available in the circumstances set forth therein and as described in Section 6.12.

Section 3.27 Merger Sub. Merger Sub was formed on December 7, 2009 solely for the purpose of engaging in the transactions contemplated by this Agreement and has engaged in no other business activities other than incident to its formation and related to this Agreement and the transactions contemplated hereby.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BPW

BPW represents and warrants to the Company and Merger Sub that the statements contained in this Article IV are true and correct except as set forth herein, in the disclosure schedule delivered by BPW to the Company concurrently with the execution of this Agreement (the “BPW Disclosure Schedule”), as disclosed in any BPW SEC Document filed with the SEC prior to the date of this Agreement and publicly available on EDGAR (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature) or as otherwise limited herein.

Section 4.1 Organization and Qualification. BPW is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the corporate power and authority to own and operate its business as presently conducted. BPW is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership or operation of its properties or the nature of its activities makes such qualification necessary, except for such failures of BPW to be so qualified as would not, when taken with all other such failures, reasonably be expected to have a BPW Material Adverse Effect.

Section 4.2 Authorization; Validity and Effect of Agreement. BPW has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on the part of BPW, other than the BPW Voting Proposal, and no other proceedings on the part of BPW are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party has been duly and validly executed and delivered by BPW and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPW, enforceable against BPW in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 4.3 Capitalization.

(a) As of the date hereof and as of the Effective Time, the authorized stock of BPW consists of 200,000,000 shares of common stock, $0.0001 par value per share (“BPW Common Stock”) and 1,000,000 shares of preferred stock, $0.0001 par value per share (“BPW Preferred Stock”). As of the close of business on December 7, 2009, 41,176,471 shares of BPW Common Stock were issued and outstanding and no shares of BPW Preferred Stock were issued or outstanding.

(b) Section 4.3(b) of the BPW Disclosure Schedule sets forth, as of the date hereof, the number of issued and outstanding BPW Warrants, the exercise prices with respect thereto and the number of shares of BPW Common Stock into which such BPW Warrants are exercisable; provided that no BPW Warrants are exercisable until the consummation of a Business Combination. Except (i) as set forth in this Section 4.3(b), (ii) as described in Section 4.3(b) of the BPW Disclosure Schedule and (iii) for rights of holders of BPW Common Stock to convert their shares of BPW Common Stock into cash held in the Trust Account, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which BPW is a party or by which any of them is bound obligating BPW to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of BPW Common Stock or any other equity interests of BPW or other voting securities of BPW or

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obligating BPW to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking and BPW has not granted any share appreciation rights or any other contractual rights the value of which is derived from the financial performance of BPW or the value of BPW Common Stock or any other equity interests of BPW.

(c) BPW does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other interest in any Person.

Section 4.4 No Conflict; Required Filings and Consents.

(a) Neither the execution and delivery of this Agreement or any Ancillary Agreement to which BPW is a party, nor the performance by BPW of its obligations hereunder and thereunder, nor the consummation by BPW of any of the transactions contemplated hereby and thereby, will: (i) conflict with BPW’s Organizational Documents; (ii) assuming satisfaction of the requirements set forth in Section 4.4(b) below, violate any statute, law, ordinance, rule or regulation, applicable to BPW or any of its Assets; or (iii) except as set forth in Section 4.4(a)(iii) of the BPW Disclosure Schedule, violate, breach, require consent under, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of BPW under, or result in the creation or imposition of any lien upon any Assets or business of BPW under or give rise to any Third Party’s right of first refusal, termination or other similar right under any note, bond, indenture, mortgage, deed of trust, lease, or permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which BPW is a party or by which BPW or any of its respective Assets are bound or encumbered, or give any Person the right to require BPW to purchase or repurchase any notes, bonds or instruments of any kind, except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults, consents, liens or other occurrences which, individually or in the aggregate, would not reasonably be expected to have a BPW Material Adverse Effect.

(b) Except as set forth in Section 4.4(a) or 4.4(b) of the BPW Disclosure Schedule, no consent, approval or authorization of, permit from, or declaration, filing or registration with, any Governmental Entity is required to be made or obtained by BPW in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which BPW is a party by BPW or the consummation by BPW of the Merger and any of the other transactions contemplated hereby or thereby, other than (i) the filing with the SEC of the Information Statement/Proxy Statement/Prospectus and the Offer Documents, and such reports under Section 13(a) of the Exchange Act, and such other compliance with the Exchange Act and the Securities Act, as may be required in connection with this Agreement or any Ancillary Agreement to which BPW is a party; (ii) compliance with the applicable requirements of the HSR Act, (iii) the filing of the Certificate of Merger, the BPW Charter Amendment and, if necessary, the Initial Charter Amendment pursuant to the DGCL; (iv) filings with the NYSE, AMEX and NASD; (v) such filings and approvals as may be required by any applicable state securities or Blue Sky Laws; (vi) business, operating and occupancy licenses and permits; and (vii) such consents, approvals, authorizations, permits, registrations, declarations and filings, the failure to make or obtain which would not, individually or in the aggregate, reasonably be expected to have BPW Material Adverse Effect.

Section 4.5 Compliance. To BPW’s Knowledge, BPW is in compliance with all foreign, federal, state and local laws and regulations applicable to their operations or with respect to which compliance is a condition of engaging in the business thereof, except to the extent that failure to comply would not, individually or in the aggregate, reasonably be expected to have a BPW Material Adverse Effect.

Section 4.6 SEC Documents.

(a) BPW has filed with the SEC all reports, schedules, statements and other documents required to be filed by BPW with the SEC since the IPO (collectively, the “BPW SEC Reports”). As of their respective dates, with respect to BPW SEC Reports filed pursuant to the Exchange Act, and as of their respective effective dates, as to BPW SEC Reports filed pursuant to the Securities Act, the BPW SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or

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omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(b) Each of the consolidated balance sheets included in or incorporated by reference into BPW SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of BPW as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of BPW included in or incorporated by reference into BPW SEC Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of BPW for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act.

(c) BPW has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of BPW or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of BPW as of September 30, 2009, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness), and (iii) liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a BPW Material Adverse Effect.

Section 4.7 Absence of Certain Changes. Except as set forth in Section 4.7 of the BPW Disclosure Schedule, from September 30, 2009, BPW has conducted its businesses in all material respects in the ordinary and usual course consistent with past practices, and there has not been any change in BPW’s business, operations, condition (financial or otherwise), results of operations, Assets or liabilities, except for changes which, individually or in the aggregate, would not reasonably be expected to have a BPW Material Adverse Effect.

Section 4.8 Litigation. Except as set forth in BPW SEC Reports filed prior to the date of this Agreement, there is no Action (i) instituted, (ii) pending and served upon BPW, or (iii) to the Knowledge of BPW, pending and not served on BPW or threatened, in each case against BPW or any of its Assets which, individually or in the aggregate, would reasonably be expected to have BPW Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against BPW or any of its respective Assets, or any statute, rule or order of any Governmental Entity applicable to BPW which, individually or in the aggregate, would reasonably be expected to have a BPW Material Adverse Effect.

Section 4.9 Title to Property. Except as set forth in Section 4.9 of the BPW Disclosure Schedule, BPW does not own or lease any real property or personal property. Except as set forth in Section 4.9 of the BPW Disclosure Schedule, there are no options or other contracts under which BPW has a right or obligation to acquire or lease any interest in real property or personal property.

Section 4.10 Contracts.

(a) Section 4.10 of the BPW Disclosure Schedule contains a complete and accurate list of all Material Contracts to which BPW is a party in effect as of the date hereof. Each such Material Contract has been delivered to, or made available for review by, the Company and is a true and correct copy of such Material Contract (including all amendments thereto).

(b) (i) There is no breach or violation of or default by BPW under any of such Material Contracts, except such breaches, violations and defaults as have been waived, and (ii) no event has occurred with respect to BPW or, to BPW’s Knowledge, with respect to a Third Party, which, with notice or lapse of time or both, would constitute a breach, violation or default, or give rise to a right of termination, modification, cancellation, foreclosure, imposition of a lien, prepayment or acceleration under any of such Material Contracts, except, in the case of clause (i) and (ii) above, as would not, individually or in the aggregate, reasonably be expected to be have a BPW Material Adverse Effect.

Section 4.11 Intellectual Property. Except for its corporate name, BPW does not own, license or otherwise have any right, title or interest in any Intellectual Property whether or not registered.

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Section 4.12 Employee Benefits Plans. BPW does not maintain, and has no liability under, any BPW Employee Plan, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any compensatory payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of BPW, or (ii) result in the acceleration of the time of payment or vesting of any such compensatory payments.

Section 4.13 Labor Matters. BPW is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by BPW and BPW does not know of any activities or proceedings of any labor union to organize any such employees. Except as disclosed in Section 4.13 of the BPW Disclosure Schedule, BPW has no employees and has had no employees since inception.

Section 4.14 Taxes. Except as would not reasonably be expected to have, individually or in the aggregate, a BPW Material Adverse Effect, (i) BPW has prepared and timely filed (taking into account any extension of time within which to file), or have had timely filed on its behalf, all Tax Returns required to be filed by any of them and all such filed Tax Returns are true, complete and accurate in all respects, (ii) BPW has paid all Taxes that are required to be paid by any of them prior to the Closing Date or, with respect to Taxes not yet due and payable, have established in the financial statements of BPW adequate reserves in accordance with GAAP for the payment of such Taxes, (iii) all deficiencies asserted or assessed by a Taxing Authority against BPW have been paid in full or are adequately reserved in the financial statements of BPW, in accordance with GAAP, (iv) as of the date of this Agreement, there are not pending or, to the Knowledge of BPW, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes and there are no currently effective waivers (or requests for waivers) of the time to assess any Taxes or Tax deficiencies, (v) there are no Encumbrances for Taxes on any of the assets of BPW other than Permitted Encumbrances, (vi) no power of attorney granted by BPW with respect to Taxes is currently in force, (vii) BPW has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to be governed by Section 355 of the Code, (viii) BPW (A) is not a party to or is not bound by any Tax sharing, allocation or indemnification agreement or (B) does not have any liability for Taxes of any other Person (other than BPW) pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise, and (ix) BPW has not participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4.

Section 4.15 Opinion of Financial Advisor. The BPW Board has received the opinion of Financo Securities, LLC (the ‘‘BPW Financial Advisor”), as of the date of this Agreement, to the effect that the Merger Consideration is fair to the holders of BPW Common Stock (other than the Sponsors) from a financial point of view and such opinion has not been rescinded or amended in any material respect.

Section 4.16 Brokers. Except as set forth in Section 4.16 of the BPW Disclosure Schedule, no broker, finder or investment banker (other than the BPW Financial Advisor, the fees and expenses of which shall be paid by BPW) is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or the transactions contemplated by this Agreement or any Ancillary Agreement based upon arrangements made by or on behalf of BPW that would reasonably be expected to result in any liability to the Company or any of its Subsidiaries if the transactions contemplated hereby are not consummated. BPW has heretofore furnished to the Company a complete and correct copy of all agreements (including any amendments thereto) between BPW and the BPW Financial Advisor pursuant to which such firm would be entitled to any such payment.

Section 4.17 Vote Required. The only votes of the holders of any class or series of BPW’s equity interests necessary to approve the BPW Voting Proposal are (i) the affirmative vote of a majority of the outstanding shares of BPW Common Stock, provided that Public Stockholders (as defined in the BPW Charter) who are present at the BPW Stockholders Meeting and entitled to vote thereon must vote a majority of the shares of BPW Common Stock held by them, in each case in favor of adoption and approval of this Agreement and the Ancillary Agreements and approval of the transactions contemplated hereby and thereby, including the Merger and (ii) the affirmative vote of the holders of a majority of the outstanding shares of BPW Common Stock to approve the BPW Charter Amendment and the Initial Charter Amendment (provided that, even if the votes referred to clauses (i) and (ii) above were obtained, the BPW Voting Proposal shall be deemed not to have been approved if holders of 35% or more of the outstanding shares of BPW Common Stock issued in the IPO vote against (A) this Agreement and the

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transactions contemplated hereby and by the Ancillary Agreements and/or (B) the Initial Charter Amendment, and properly elect conversion of their shares pursuant to Section 9.3 of the BPW Charter) (collectively, the “BPW Requisite Vote”). The BPW Board, at a meeting duly called and held (a) unanimously determined that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, the BPW Charter Amendment and the Initial Charter Amendment, are fair to, and in the best interests of, BPW’s stockholders, (b) approved this Agreement, the Merger, the BPW Charter Amendment, the Initial Charter Amendment, the Ancillary Agreements and the other transactions contemplated hereby and thereby, (c) has declared that this Agreement, the Merger, the BPW Charter Amendment, Initial Charter Amendment, the Ancillary Agreements and the other transactions contemplated hereby and thereby are advisable, and (d) resolved to recommend that the holders of BPW Common Stock approve and adopt this Agreement, the Merger, the BPW Charter Amendment, Initial Charter Amendment, the Ancillary Agreements and the other transactions contemplated hereby and thereby and not exercise their conversion rights.

Section 4.18 Information Statement/Proxy Statement/Prospectus; Form S-4 Registration Statement; Offer Documents; Other Information. None of the information with respect to BPW supplied by BPW in writing specifically for inclusion in the Information Statement/Proxy Statement/Prospectus or any amendments thereof or supplements thereto, in the Registration Statement or any amendments thereof or supplements thereto, or the Offer Documents or any amendments thereof or supplements thereto, will (i) in the case of the Information Statement/Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of the mailing of the Information Statement/Proxy Statement/Prospectus and at the time of the BPW Stockholders Meeting, (ii) in the case of the Registration Statement or any amendments thereof or supplements thereto, at the time it becomes effective, or (iii) in the case of the Offer Documents or any amendments thereof or supplements thereto, at the time of the mailing of the Offer Documents, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by BPW with respect to information related to the Company or any Affiliate of the Company included in the Information Statement/Proxy Statement/Prospectus or any amendments thereof or supplements thereto, the Registration Statement or any amendments thereof or supplements thereto, or the Offer Documents or any amendments thereof or supplements thereto, as the case may be.

Section 4.19 Affiliate Transactions. Except as set forth in Section 4.19 of the BPW Disclosure Schedule, from October 12, 2007 through the date of this Agreement there have been no transactions, agreements, arrangements or understandings between BPW, on the one hand, and any Affiliates of BPW or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act and that have not been so disclosed in the BPW SEC Reports.

Section 4.20 Trust Account.

(a) The Trust Account Agreement (the “Trust Account Agreement”) by and between BPW and Mellon Bank, N.A. (“Mellon”), dated as of February 26, 2008, is valid and in full force and effect and enforceable in accordance with its terms and has not been amended or modified. Other than as set forth on Section 4.20 of the BPW Disclosure Schedule or as filed as an exhibit to a BPW SEC Report, there are no separate agreements, side letters, or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Account Agreement in the BPW SEC Reports to be inaccurate in any material respect and/or that would entitle any Third Party to any portion of the cash proceeds of the initial public offering of BPW (the “IPO”) and private placements of its securities, substantially all of which proceeds have been deposited in a trust account with a Third Party (the “Trust Account”) for the benefit of BPW, certain of its stockholders and the underwriters of its IPO. As of the date hereof, the Trust Account (less (i) any amounts disbursed from the Trust Account to pay any BPW Stockholder that shall have validly exercised conversion rights pursuant to Section 9.3 of the BPW Charter, (ii) any amounts payable to BPW Stockholders or any holder of BPW Warrants in respect of dividends, forward purchases or otherwise, and (iii) amounts incurred and not yet paid by BPW in respect of fees and expenses (including to the underwriters of the IPO in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, but excluding any other amounts that are only payable upon the consummation of a Business Combination or the transactions contemplated by this Agreement)) consists of no less than $339 million invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment

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Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended.

(b) Effective as of the Effective Time, the obligations of BPW to dissolve or liquidate within the specified time period contained in the BPW Charter will terminate, and effective as of Effective Time, BPW shall have no obligation, other than as contemplated by this Agreement, to dissolve and liquidate the assets of BPW by reason of the Closing, and following the Effective Time no Public Stockholder (as defined in the BPW Charter) shall be entitled to receive any amount from the Trust Account except as BPW is required to pay to Public Stockholders (as defined in the BPW Charter) who elect to have their shares converted to cash in accordance with the provisions of Section 9.3 of the BPW Charter.

ARTICLE V

CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1 Conduct of Business of the Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees as to itself and each of its Subsidiaries, except to the extent that BPW shall consent in advance in writing (which consent shall not be unreasonably withheld), or as expressly required or permitted by this Agreement or the Ancillary Agreements (including amendment and restatement of the $150M Revolving Credit Agreement and the concurrent termination of the Support Letters), or as otherwise indicated in Section 5.1 of the Company Disclosure Schedule, or to the extent required by applicable law or a Governmental Entity of competent jurisdiction, to carry on its business in the ordinary course in substantially the same manner as previously conducted in all material respects and use commercially reasonable efforts to preserve intact its present business organization and advantageous business relationships and keep available the services of its current officers and employees. Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement or the Ancillary Agreements (including amendment and restatement of the $150M Revolving Credit Agreement and the concurrent termination of the Support Letters) or expressly set forth on Section 5.1 of the Company Disclosure Schedule or the extent required by applicable law or a Governmental Entity of competent jurisdiction, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, without the prior written consent of BPW (which consent shall not be unreasonably withheld), the Company shall not and shall not permit any of its Subsidiaries to:

(a) adopt or propose any amendment to its Organizational Documents;

(b) other than grants of Company Stock Rights to new non-executive officer hires in the ordinary course of business consistent with past practice and except as required to consummate the Merger and the Warrant Exchange Offer and the transactions related thereto and to comply with its obligations under this Agreement and the Ancillary Agreements, (i) issue, pledge or sell (other than upon exercise of Company Stock Rights outstanding on the date of this Agreement upon payment of the exercise price thereof and withholding of any Taxes required to be withheld), or propose or authorize the issuance, pledge or sale of, or grant any Company Stock Rights or other awards with respect to shares of Company Common Stock or make any other agreements with respect to, any of its shares of capital stock or any other of its securities, (ii) amend, waive or otherwise modify any of the terms of any option, warrant or stock option plan of the Company or any of its Subsidiaries, including the Company Stock Rights and the Company Stock Plans, or authorize cash payments in exchange for any Company Stock Rights granted under any of such plans, or (iii) adopt or implement any stockholder rights plan;

(c) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its stock or beneficial interests (including any dividend distribution payable in, or otherwise make a distribution of, shares of capital stock of any existing or subsequently formed Subsidiary of the Company), except dividends, contributions or distributions made by or to the Company by or from any Subsidiary of the Company;

(d) split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its stock or beneficial interests, or any of its other securities;

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(e) except pursuant to (x) applicable law or (y) the terms of a Company Employee Plan as in effect on the date hereof, (i) increase in any manner the compensation or benefits payable or to become payable to any of its or its Subsidiaries’ current or former directors, officers or employees (whether from the Company or any of its Subsidiaries), or pay any amounts or benefits to, or increase any amounts payable to, any such individual not required by any Company Employee Plan, (ii) become a party to, establish, adopt, enter into, materially amend, commence participation in, terminate or commit itself to the adoption of any collective bargaining agreement or Company Employee Plan (or any arrangement which would have been a Company Employee Plan had it been in effect as of the date of this Agreement), (iii) provide any funding for any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any Company Employee Plan, (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Company Employee Plans or (v) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any Company Employee Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or applicable law;

(f) (i) lease, license, transfer, exchange or swap, mortgage (including securitizations), or otherwise dispose (whether by way of merger, consolidation, sale of stock or assets, or otherwise) of any material portion of its properties or Assets, including the capital stock of Subsidiaries (it being understood that the foregoing shall not prohibit the sale of inventory in the ordinary course of business), except for (A) dispositions of Assets with a fair market value of less than $1,000,000, (B) transactions between any Subsidiary of the Company and the Company or another Subsidiary of the Company or (C) dispositions of excess inventory, property, leases, licenses, or other Assets or Fixtures and Equipment that the Company considers obsolete or unnecessary (including assets and licenses that were previously used by its J. Jill business or to support its J. Jill business), or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(g) except as required under any Material Contracts as in effect as of the date hereof or as expressly contemplated by the Ancillary Agreements, or, to the extent in the ordinary course of business consistent with past practice, related to any vendor financing arrangement or existing proprietary charge card arrangements in amounts that do not exceed $5,000,000 in the aggregate, (i) incur or assume any Indebtedness, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (other than a Company Subsidiary), (iii) make any acquisition of any other Person (other than a Company Subsidiary) or business or make or acquire any loans, advances or capital contributions to, or investments in, any other Person (other than a Company Subsidiary) (including advances to employees), except for acquisitions, loans, advances, capital contributions or investments between any Subsidiary of the Company and the Company or another Subsidiary of the Company, or (iv) enter into any “keep well” or other agreement to maintain the financial condition of another entity (other than the Company or any of its Subsidiaries);

(h) make, alter, revoke or rescind any material express or deemed election relating to Taxes, settle or compromise any material Action, amend in any material respect any material Tax Return except in each case as required by law, file any income Tax Return that claims a deduction for or otherwise uses a net operating loss, or except as may be required by, or in order to conform to, applicable law, make any change to any of its material methods of reporting income or deductions (including any change to its methods or basis of write-offs of accounts receivable) for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ending December 31, 2008;

(i) fail to maintain its existing material insurance coverage of all types in effect or, in the event any such coverage shall be terminated or lapse, to the extent available at reasonable cost, procure substantially similar substitute insurance policies which in all material respects are in at least such amounts and against such risks as are currently covered by such policies;

(j) make any material change to its methods of accounting as in effect on October 31, 2009 except as required by GAAP or the SEC or applicable law, or take any action, other than usual actions in the ordinary

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course of business and consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC or applicable law;

(k) enter into or materially amend, terminate or extend any Material Contract, or waive, release, assign or fail to enforce any material rights or claims under any Material Contract, if such Material Contract or any such action or failure to act with respect to a Material Contract would reasonably be expected to impair the ability of the Company or Merger Sub to perform their respective obligations under this Agreement or any of the Ancillary Agreements or prevent or delay the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Ancillary Agreements;

(l) take, or agree to commit to take, any action that is intended to result in any of the conditions set forth in Section 7.1 or Section 7.3 not being satisfied;

(m) except as expressly contemplated by the Ancillary Agreements, engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any Affiliate of the Company which involves the transfer of material consideration or has a material financial impact on the Company, other than pursuant to such agreements, arrangements, or understandings as in effect on the date of this Agreement or with respect to inter-company loans and/or transfers in the ordinary course of business consistent with past practice between any Subsidiary of the Company and the Company or another Subsidiary of the Company;

(n) pay or commit to pay any expenses or make or commit to make any capital expenditures in excess of $2,500,000 individually, or $12,500,000 in the aggregate (other than capital expenditures for the ordinary course repair or maintenance of capital Assets);

(o) initiate, compromise, or settle any litigation or arbitration proceedings (i) involving payments by the Company or its Subsidiaries in excess of $1,000,000 per litigation or arbitration, or $3,000,000 in the aggregate, other than settlements related to the early termination of leases in connection with store closings (including settlements related to closed J. Jill stores), state tax matters and insurance litigation; provided that, neither the Company nor any of its Subsidiaries shall compromise or settle any litigation or arbitration proceedings which compromise or settlement involves a material conduct remedy or injunctive or similar relief or has a material restrictive impact on the Company’s business, or (ii) relating to this Agreement or any of the Ancillary Agreements or the transactions contemplated hereby or thereby; or

(p) create any Subsidiary or acquire any capital stock, membership interest, partnership interest, joint venture interest or other interest in any Person that could reasonably be expected to adversely affect the transactions contemplated hereby.

(q) enter into an agreement, contract, commitment or arrangement to do any of the foregoing, or to authorize, publicly recommend, publicly propose or publicly announce an intention to do any of the foregoing.

Section 5.2 Conduct of Business of BPW Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, BPW agrees, except to the extent that the Company shall consent in advance in writing (which consent shall not be unreasonably withheld), or as otherwise expressly required or permitted by this Agreement or the Ancillary Agreements, or as otherwise indicated in Section 5.2 of the BPW Disclosure Schedule, or to the extent required by applicable law or a Governmental Entity of competent jurisdiction, to, subject to the restrictions set forth in Section 6.3, carry on its business in the ordinary course in substantially the same manner as previously conducted in all material respects and use commercially reasonable efforts to preserve intact its present business organization and advantageous business relationships and keep available the services of its current officers and employees. Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement or the Ancillary Agreements or expressly set forth on Section 5.2 of the BPW Disclosure Schedule or to the extent required by applicable law or a Governmental Entity of competent jurisdiction, during the period from the date of this Agreement and continuing until the earlier

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of the termination of this Agreement or the Effective Time, without the prior written consent of the Company (which consent shall not be unreasonably withheld), BPW shall not:

(a) subject to Section 2.5, adopt or propose any amendment to its Organizational Documents (other than the BPW Charter Amendment and Initial Charter Amendment);

(b) create any Subsidiary or acquire any capital stock, membership interest, partnership interest, joint venture interest or other interest in any Person;

(c) except as required to consummate the Warrant Exchange Offer and the transactions related thereto and to comply with its obligations under this Agreement and the Ancillary Agreements, (i) issue, pledge or sell, or propose or authorize the issuance, pledge or sale of, or grant any options or other awards with respect to shares of BPW Common Stock or make any other agreements with respect to, any of its shares of capital stock or any other of its securities, (ii) amend, waive or otherwise modify any of the terms of any warrant or stock option plan of BPW, or authorize cash payments in exchange for any warrant or stock option granted under any of such plans, or (iii) adopt or implement any stockholder rights plan;

(d) except as required in connection with the exercise of conversion rights by BPW stockholders pursuant to Section 9.3 of the BPW Charter, declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its stock or beneficial interests;

(e) except as required in connection with the exercise of conversion rights by BPW stockholders pursuant to Section 9.3 of the BPW Charter, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its stock or beneficial interests, or any of its other securities;

(f) except to the extent required by (x) applicable law or (y) the terms of a BPW Employee Plan as in effect on the date hereof, (i) increase in any manner the compensation or benefits payable or to become payable to any of its current or former directors, officers, consultants, employees or other service providers, or pay any amounts or benefits (including severance) to, or increase any amounts payable to, any such individual not required by any BPW Employee Plan, (ii) become a party to, establish, adopt, enter into, materially amend, commence participation in, terminate or commit itself to the adoption of any collective bargaining agreement or BPW Employee Plan (or any arrangement which would have been a BPW Employee Plan had it been in effect as of the date of this Agreement), (iii) provide any funding for any rabbi trust or similar arrangement or in any other way secure the payment of compensation or benefits under any BPW Employee Plan, (iv) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any BPW Employee Plans or (v) materially change any actuarial or other assumptions used to calculate funding obligations with respect to any BPW Employee Plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or applicable law;

(g) (i) except as required under any Material Contract listed in Section 4.10 of the BPW Disclosure Schedule, as in effect as of the date hereof, lease, license, transfer, exchange or swap, mortgage (including securitizations), or otherwise dispose of (whether by way of merger, consolidation, sale of stock or assets, or otherwise) any material portion of its properties or Assets, or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(h) except as required under any Material Contract listed in Section 4.10 of the BPW Disclosure Schedule, as in effect as of the date hereof, or as expressly contemplated by the Ancillary Agreements, (i) incur, assume or pre-pay any Indebtedness, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, (iii) make any acquisition of any other Person or business or make or acquire any loans, advances or capital contributions to, or investments in, any other Person (including advances to employees), or (iv) enter into any “keep well” or other agreement to maintain the financial condition of another entity;

(i) make, alter, revoke or rescind any material express or deemed election relating to Taxes, settle or compromise any material Action, amend in any material respect any material Tax Return except in each case as

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required by law, file any income Tax Return that claims a deduction for or otherwise uses a net operating loss, or except as may be required by, or in order to conform to, applicable law, make any change to any of its material methods of reporting income or deductions (including any change to its methods or basis of write-offs of accounts receivable) for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ending December 31, 2008;

(j) fail to maintain its existing insurance coverage of all types in effect or, in the event any such coverage shall be terminated or lapse, to the extent available at reasonable cost, procure substantially similar substitute insurance policies which in all material respects are in at least such amounts and against such risks as are currently covered by such policies or, as reasonably determined by BPW, property policies with increased coverage limits to insure all of its owned and leased real property;

(k) make any material change to its methods of accounting as in effect on September 30, 2009 except as required by GAAP or the SEC or applicable law, or take any action, other than usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, unless required by GAAP or the SEC or applicable law;

(l) enter into or amend, terminate or extend any Material Contract, or waive, release, assign or fail to enforce any material rights or claims under any Material Contract, other than for the purpose of effecting the transactions contemplated by this Agreement;

(m) take, or agree to commit to take, any action that is intended to result in any of the conditions set forth in Section 7.1 or Section 7.2 not being satisfied;

(n) except as expressly contemplated by the Ancillary Agreements, engage in any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any Affiliate of BPW which involves the transfer of material consideration or has a material financial impact on BPW, other than pursuant to such agreements, arrangements, or understandings as in effect on the date of this Agreement;

(o) other than such expenses incurred in connection with the transactions contemplated hereby or by the Ancillary Agreements, pay or commit to pay any expenses in excess of $1,000,000 in the aggregate or make or commit to make any capital expenditures;

(p) initiate, compromise, or settle any litigation or arbitration proceedings (i) involving payments by BPW in excess of $250,000 per litigation or arbitration, or $500,000 in the aggregate, provided that, BPW shall not compromise or settle any litigation or arbitration proceedings which compromise or settlement involves a material conduct remedy or injunctive or similar relief or has a material restrictive impact on BPW’s business, or (ii) relating to this Agreement or any of the Ancillary Agreements or the transactions contemplated hereby or thereby; or

Section 5.3 Information. To the extent permitted by applicable law, the Company and BPW will advise each other as soon as reasonably practicable of (and, in the case of any written notice, provide to the other a copy of): (a) any and all material correspondence or material communications received from A relating to this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby, (b) to the extent material, any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Agreement and (c) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or any Ancillary Agreement.

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ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Preparation of Form S-4 and the Information Statement/Proxy Statement/Prospectus; Stockholder Meeting; Warrant Exchange Offer.

(a) The Company and BPW shall cooperate with each other regarding, and prepare and, substantially contemporaneously with, or as promptly as practicable after, the execution of this Agreement, file with the SEC the Information Statement/Proxy Statement/Prospectus, and the Company shall prepare and, substantially contemporaneously with, or as promptly as practicable after, the execution of this Agreement, file the Registration Statement (in which the Information Statement/Proxy Statement/Prospectus will be included). The Company and BPW will cause the Information Statement/Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act. Each of BPW and the Company shall use reasonable best efforts to have or cause the Information Statement/Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement to become effective as promptly as practicable. Without limiting the generality of the foregoing, each of the Company and BPW shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Information Statement/Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Information Statement/Proxy Statement/Prospectus and the Registration Statement. The Company and BPW hereby agree that the recommendation of the BPW Board described in Section 4.17 (the “BPW Recommendation”) shall be included in the Registration Statement and the Information Statement/Proxy Statement/Prospectus. The Company shall use reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Company Common Stock pursuant to the Merger, if any. As promptly as practicable after the Registration Statement becomes effective, each of the Company and BPW shall cause the Information Statement/Proxy Statement/Prospectus to be mailed to their respective stockholders.

(b) Each of the Company and BPW shall use its reasonable best efforts (i) to, as soon as permissible under applicable law after the approval of the stockholders of the BPW referred to in Section 7.1(b) has been obtained, commence an exchange offer (the “Warrant Exchange Offer”) pursuant to an effective registration statement under the Securities Act, whereby holders of BPW Warrants may elect to exchange their outstanding BPW Warrants for either (A) new warrants of the Company (“New Warrants”), which New Warrants shall be governed by terms substantially as set forth on Exhibit G (the “New Warrant Term Sheet”) or (B) shares of Company Common Stock, the terms of such exchange for shares of Company Common Stock to be as set forth on Exhibit G, subject to the cap set forth on Exhibit G on each of the maximum number of BPW Warrants to be exchanged for New Warrants and the maximum number of BPW Warrants to be exchanged for shares of Company Common Stock, (ii) to secure the agreement of holders of BPW Warrants issued in the IPO to participate in the Warrant Exchange Offer such that at least 90% of such BPW Warrants issued in the IPO are exchanged in the Warrant Exchange Offer (the “Minimum Warrant Exchange Participation”) and (iii) to consummate the Warrant Exchange Offer at or immediately prior to the Closing. The New Warrants shall contain the terms set forth in the New Warrant Term Sheet. In connection with the Warrant Exchange Offer, the Company and BPW shall cooperate with each other regarding, and prepare, offering documents, which the Company and BPW will cause to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, for the purpose of effecting and consummating the Warrant Exchange Offer (the “Offer Documents”). Such Offer Documents shall include, without limitation, (1) an Offer to Exchange document describing the material terms of the Warrant Exchange Offer, (2) a Statement on Schedule TO with respect to the Warrant Exchange Offer, if required, (3) a registration statement (the “Warrant Registration Statement”) on Form S-4 registering the Warrant Exchange Offer, (4) a statement by the BPW Board describing the BPW Recommendation and the Minimum Warrant Exchange Participation, including that the Minimum Warrant Exchange Participation is a condition to the Company’s and Merger Sub’s obligation to effect the Merger, and (5) all ancillary documents related to the Warrant Exchange Offer, including exhibits, press releases, letters of transmittal, notices and announcements. The Company shall, substantially contemporaneously with, or as promptly as practicable after, the filing of the Registration Statement, file with the SEC the Warrant Registration Statement and shall use reasonable best efforts to cause the Warrant Registration Statement to be

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declared effective by the SEC as promptly as practicable after the approval of the stockholders of BPW referred to in Section 7.1(b) has been obtained and to remain effective thereafter until the completion of the Warrant Exchange Offer. The Company shall use reasonable best efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of New Warrants and Company Common Stock pursuant to the Warrant Exchange Offer, if any. As promptly as practicable after the Warrant Registration Statement becomes effective, BPW and the Company shall cause the Offer Documents to be mailed to the holders of BPW Warrants. The Company shall take all actions reasonably necessary to reserve and keep available out of its authorized capital stock an amount of shares of Company Common Stock equal to the maximum number of shares of Company Common Stock underlying the New Warrants (the “New Warrant Shares”) that are then issuable or deliverable to the holders of New Warrants upon the exercise thereof. The Company shall cause all New Warrant Shares, when issued or delivered in accordance with the warrant agreement governing the New Warrants, to be validly issued, fully paid and non-assessable.

(c) Without limiting the generality of the foregoing, prior to the Effective Time (i) the Company and BPW shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Information Statement/Proxy Statement/Prospectus, the Registration Statement or the Offer Documents, and (ii) the Company and BPW shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Information Statement/Proxy Statement/Prospectus, the Registration Statement or the Offer Documents, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by the Company or BPW with respect to the transactions contemplated by this Agreement or any Ancillary Agreement will be provided to the other party with an opportunity to review and comment thereon, prior to such communication or correspondence being made to the SEC. Each Party shall cooperate and provide the other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Information Statement/Proxy Statement/Prospectus, the Registration Statement or the Offer Documents prior to filing such with the SEC.

(d) BPW shall take all action necessary to duly call the BPW Stockholders Meeting, to be held as promptly as practicable for the purpose of approving the BPW Voting Proposal. The BPW Board has recommended to its stockholders the adoption and approval of this Agreement and the Ancillary Agreements and approval of the transactions contemplated hereby and thereby and the approval of the BPW Charter Amendment and Initial Charter Amendment and related matters, and BPW shall use its reasonable best efforts to obtain the BPW Requisite Vote. Unless otherwise directed in writing by the Company, the BPW Voting Proposal shall be submitted to the BPW Stockholders at the BPW Stockholders Meeting for the purpose of approving the BPW Voting Proposal.

Section 6.2 Cooperation; Notice; Cure. Subject to compliance with applicable law, from the date hereof until the Effective Time, Representatives of the Company and BPW shall confer on a regular basis to report on the general status of ongoing operations. Each of BPW and the Company shall promptly notify the other in writing of, and will use all commercially reasonable efforts to cure before the Closing Date, any event, transaction or circumstance, as soon as reasonably practicable after it becomes known to such Party, that causes or will cause any of its covenants or agreements under this Agreement to be breached in any material respect or that renders or will render untrue in any material respect any of its representations or warranties contained in this Agreement. No notice given pursuant to this paragraph shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein and no breach of the second sentence of this Section 6.2 shall be taken into account for purposes of determining whether the conditions set forth in Section 7.2(b) or Section 7.3(b) have been satisfied on or prior to the Closing Date. The Company shall consult with and keep BPW reasonably informed of any material discussion with respect to the actions contemplated by Section 5.1(II) of the Company Disclosure Schedule, including with respect to any material written information exchanged with a Third Party substantially contemporaneously with such exchange with such Third Party.

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Section 6.3 No Solicitation.

(a) Subject to Section 6.3(b), unless and until this Agreement shall have been terminated by either Party pursuant to Article VIII, BPW shall not, directly or indirectly, and shall cause its Representatives not to: (i) solicit, encourage, initiate or participate in any negotiations, inquiries or discussions with respect to any BPW Acquisition Proposal or Business Combination (other than the transactions contemplated hereby); (ii) disclose, in connection with a BPW Acquisition Proposal or Business Combination (other than the transactions contemplated hereby), any information or provide access to its properties, books or records, except as required by law or pursuant to a governmental request for information; (iii) enter into or execute any agreement relating to a BPW Acquisition Proposal or Business Combination (other than the transactions contemplated hereby or a confidentiality agreement permitted by Section 6.3(b)); (iv) fail to make, withdraw, qualify, amend or modify or publicly propose to withdraw, qualify, amend or modify the BPW Recommendation (it being understood that, subject to Section 6.3(b), taking a neutral or no position with respect to any publicly disclosed BPW Acquisition Proposal or publicly disclosed proposal with respect to any Business Combination (other than the transactions contemplated hereby) shall be considered an amendment or modification) or make or authorize any public statement, recommendation or solicitation in support of any BPW Acquisition Proposal or Business Combination (other than the transactions contemplated hereby).

(b) Notwithstanding the foregoing, in response to a bona fide, unsolicited, BPW Acquisition Proposal from a Third Party (that does not result from a breach of this Section 6.3), the BPW Board may, and may authorize and permit BPW’s Representatives to, prior to the BPW Stockholders Meeting and subject to compliance with the other terms of this Section 6.3, (i) provide such Third Party with nonpublic information, and (ii) participate in discussions and negotiations with such Third Party relating to such proposal, if and only to the extent that (A) the BPW Board, after having consulted with and considered the advice of outside counsel, has reasonably determined in good faith that failure to take such action would result in a violation of applicable law, and (B) the Third Party has entered into a confidentiality agreement pertaining to nonpublic information regarding BPW containing terms in the aggregate no more favorable to the Third Party than those in the Confidentiality Agreement (including the standstill provision thereof). BPW shall provide or make available to the Company any non-public information concerning BPW provided or made available to such other Person pursuant to this Section 6.3(b) which was not previously provided or made available to the Company prior to or simultaneously with its provision to such other Person.

(c) BPW shall notify the Company as soon as practicable (but in any event within 24 hours) after receipt by an officer or director of BPW or by any of BPW’s Representatives of any BPW Acquisition Proposal or an offer, inquiry or proposal relating to a Business Combination (other than the transactions contemplated by this Agreement), any inquiry or request for discussions or negotiations regarding any BPW Acquisition Proposal or Business Combination (other than the transactions contemplated by this Agreement), any request for information relating to BPW other than requests for information in the ordinary course of business and unrelated to a BPW Acquisition Proposal or Business Combination (other than the transactions contemplated by this Agreement) or for access to BPW’s properties, books or records by any person or entity that informs BPW that it is considering making, or has made, a BPW Acquisition Proposal or an offer, inquiry or proposal relating to a Business Combination (other than the transactions contemplated by this Agreement). Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal, inquiry or contact and copies of any proposed agreement relating thereto. For the avoidance of doubt, BPW shall keep the Company fully informed, on a current basis, of any material changes in the status of any such proposal, inquiry or contact, and any amendment to the financial or other terms of a BPW Acquisition Proposal shall be treated as a new BPW Acquisition Proposal for purposes of this Section 6.3. BPW shall also promptly (but in any event within 24 hours), notify the Company, orally and in writing, if it provides any nonpublic information or enters into any discussions or negotiations with respect to a BPW Acquisition Proposal in accordance with Section 6.3(b).

(d) Nothing contained in this Section 6.3 shall prohibit BPW from taking and disclosing to its stockholders a position required by Rule 14e-2 promulgated under the Exchange Act; provided, that disclosure to stockholders pursuant to Rule 14e-2 relating to a BPW Acquisition Proposal or a proposal regarding a Business Combination (other than the transactions contemplated hereby) shall be deemed to be a qualification, withdrawal or modification, of the BPW Recommendation unless the BPW Board expressly, and without qualification, reaffirms in such disclosure the BPW Recommendation.

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(e) BPW agrees that it will, and that it will cause its Representatives to, (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any BPW Acquisition Proposal or Business Combination (other than the transactions contemplated by this Agreement), (ii) use reasonable best efforts to cause all Persons other than the Company and its Affiliates who have been furnished with confidential information regarding BPW in connection with the solicitation of or discussions regarding any BPW Acquisition Proposal or Business Combination (other than the transactions contemplated by this Agreement) within the 12 months prior to the date hereof promptly to return or destroy such information, and (iii) use its reasonable best efforts to enforce and not waive any provision or release any Person (other than the Company and its Affiliates) from any confidentiality, standstill or similar agreement relating to a BPW Acquisition Proposal or Business Combination (other than the transactions contemplated by this Agreement). BPW agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in Section 6.3(a) of the obligations undertaken in this Section 6.3.

Section 6.4 Access to Information.

Subject to compliance with applicable law:

(a) the Company and its Subsidiaries will provide BPW and BPW’s counsel, accountants and other representatives and agents with reasonable access, upon prior notice and during normal business hours, to the facilities, properties, officers, directors, employees, vendors, accountants, assets, books and records of the Company and the Company will furnish BPW with such financial and operating data and other information with respect to the business, personnel and properties of the Company or the transactions contemplated hereby or by the Ancillary Agreements as BPW shall from time to time reasonably request; provided, however, that such investigation shall be conducted upon reasonable prior notice, and in such manner as not to interfere unreasonably with the operation of the business of the Company;

(b) BPW will provide the Company and the Company’s counsel, accountants and other representatives and agents with reasonable access, upon prior notice and during normal business hours, to books and records of BPW; provided, however, that such investigation shall be conducted upon reasonable prior notice, and in such manner as not to interfere with the operation of the business of BPW; and

(c) notwithstanding the provisions of Section 6.4(a) and (b), (i) either Party may withhold any document or information that (A) is subject to the terms of a confidentiality agreement with a Third Party in effect as of the date of this Agreement (provided, that the withholding party shall use its reasonable best efforts to obtain the required consent of such Third Party to such access or disclosure; provided, further, that neither BPW nor the Company will be obligated to pay for the consent of any Third Party) or (B) is subject to any attorney-client privilege (provided, that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), and (ii) if, in the reasonable judgment of the Company or BPW, as the case may be, any law applicable to the Company or BPW, as the case may be, requires such Party or, in the case of the Company, its Subsidiaries, to restrict or prohibit access to any such properties or information, such Party or, in the case of the Company, its Subsidiaries, may so restrict or prohibit such access. If any material is withheld by such Party pursuant to the preceding sentence, such Party shall inform the other Party as to the general nature of what is being withheld. All information exchanged pursuant to this Section 6.4 shall be subject to the Confidentiality Agreement.

Section 6.5 Governmental Approvals.

(a) The Parties shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, registrations, licenses, consents, variances, exemptions, orders and approvals of all Governmental Entities (“Governmental Approvals”) and of all Third Parties (“Third Party Approvals”) which are necessary to consummate the transactions contemplated by this Agreement or any Ancillary Agreement, and to comply with the terms and conditions of all such Governmental Approvals; provided, that neither BPW nor the Company will be obligated to pay for the consent of any Third Party. Each of the Parties shall use reasonable best efforts to, and shall use reasonable best efforts to cause their respective Representatives and other Affiliates to file, within ten (10) Business Days after the date hereof all required initial applications and documents in connection

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with obtaining the Governmental Approvals, including any Notification and Report Forms required to be filed under the HSR Act. The Parties shall act reasonably and promptly thereafter in responding to any requests for additional information or documents by any Third Party or Governmental Entity in connection therewith. BPW and the Company shall have the right to review in advance, and to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to BPW and the Company, as the case may be, and any of their respective Affiliates, directors, officers and stockholders, and, in the case of the Company, any of its Subsidiaries, which appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the transactions contemplated by this Agreement or any Ancillary Agreement. Without limiting the foregoing, each of BPW and the Company will notify the other promptly of the receipt of communications, comments, or requests from Third Parties or Governmental Entities relating to Governmental Approvals or material Third Party Approvals. In furtherance of and without limiting the foregoing, the Parties agree not to extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(b) Without limiting the foregoing and subject to applicable legal limitations and the instructions of any Governmental Entity, each of BPW and the Company agree, with respect to any notifications and filings with Governmental Entities, to (i) cooperate and consult with each other, (ii) furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement or any Ancillary Agreement, including promptly furnishing the other with copies of notices or other communications received by such Party or any of its Representatives from, or given by such Party or any of its Representatives to, any Third Party and/or any Governmental Entity with respect to such transactions, (iv) permit the other Party and its Representatives to review and incorporate the other Party’s reasonable comments in any communication to be given by it or any of its Representatives to any Third Party or Governmental Entity with respect to obtaining the Governmental Approvals and (v) not to participate in any meeting related to the transactions contemplated hereby or by any of the Ancillary Agreements, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless, to the extent not prohibited by such Governmental Entity, it gives the other Party the opportunity to attend and observe.

Section 6.6 Publicity. BPW and the Company shall agree on the form and content of the initial press release regarding the transactions contemplated hereby and thereafter shall consult with each other before issuing any press release or other public statement with respect to any of the transactions contemplated hereby or by the Ancillary Agreements and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or obligations pursuant to any listing agreement with, or rules of any national securities exchange.

Section 6.7 Further Assurances and Actions. Subject to the terms and conditions herein, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable on its part under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including fulfilling all conditions precedent applicable to such Party under Article VII of this Agreement.

Section 6.8 Stock Exchange Listing. The Company shall cause (i) the shares of Company Common Stock issuable to the BPW Stockholders in connection with the Merger and (ii) the New Warrant Shares and shares of Company Common Stock issuable in connection with the Warrant Exchange Offer to be authorized for listing on any national securities exchange or national quotation system on which the Company Common Stock is then listed or quoted, upon official notice of issuance.

Section 6.9 Financing.

(a) The Company shall use its reasonable best efforts to ensure that as of the Closing Date, the Company has the funds necessary to consummate the transactions contemplated by the definition of the term Financing, and shall not, and shall not permit any of its Subsidiaries to, take or agree to take any action that is reasonably likely to prevent or in any material respect impair its ability to complete, or delay the Financing.

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(b) In the event that all conditions to the Commitment Letter have been satisfied (or would be satisfied simultaneously with the Closing), the Company shall use its reasonable best efforts to cause the Lender to fund thereunder (including, taking enforcement action to cause the Lender to provide such financing). The Company shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, the Commitment Letter or any other agreements related to the Financing, in each case, without BPW’s prior written consent, except amendments, supplements or other modifications thereof to provide for the assignment of a portion of the Financing to additional agents or arrangers and the granting to such persons of approval rights as are customarily granted to additional agents or arrangers, which amendments, supplements or other modifications would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Financing or the transactions contemplated by this Agreement; provided, that upon any such amendment, supplement or modification, the Company shall provide a copy thereof to BPW. Notwithstanding anything herein to the contrary, the Company shall be permitted to replace the Commitment Letter with an Alternative Financing Arrangement (as defined in the Commitment Letter) for not less than the full principal amount of the financing contemplated by the Commitment Letter; provided, that the terms and conditions (including with respect to conditionality and amounts available to be borrowed by the Company on the Closing Date) are no less favorable to the Company than those contained in the Commitment Letter (or as otherwise agreed to in writing by BPW).

(c) The Company shall give BPW prompt written notice of any material breach by any party to the Commitment Letter (or any other commitments or definitive documentation in respect of the Financing) of which the Company becomes aware or any termination of the Commitment Letter (or any other commitments or definitive documentation in respect of the Financing). The Company shall keep BPW informed on a current basis in reasonable detail of the status of its efforts to arrange the Financing.

Section 6.10 Indemnification and Insurance.

(a) From and after the Effective Time, the Surviving Company shall provide exculpation and indemnification for each Person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, or director of BPW, (the “Indemnified Parties”) which is at least as favorable to such persons as the exculpation and indemnification provided to the Indemnified Parties by BPW immediately prior to the Effective Time in their respective Organizational Documents, as in effect on the date hereof; provided, that such exculpation and indemnification covers actions on or prior to the Effective Time, including all transactions contemplated by this Agreement.

(b) In addition to the rights provided in Section 6.10(a), in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any action by or on behalf of any or all security holders of the Company or BPW, or any Subsidiary of the Company, or by or in the right of the Company or BPW, or any Subsidiary of the Company, or any claim, action, suit, proceeding or investigation (collectively, for this Section 6.10, “Claims”) in which any Indemnified Party is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was an officer or director of BPW or any action or omission or alleged action or omission by such Person in his capacity as an officer or director, or (ii) this Agreement or the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the Company and the Surviving Company (the “Indemnifying Parties”) shall from and after the Effective Time jointly and severally indemnify and hold harmless the Indemnified Parties from and against any losses, claims, liabilities, expenses (including reasonable attorneys’ fees and expenses), judgments, fines or amounts paid in settlement arising out of or relating to any such Claims. The Company, the Surviving Company and the Indemnified Parties hereby agree to use their reasonable best efforts to cooperate in the defense of such Claims. In connection with any such Claim, the Indemnified Parties shall have the right to select and retain one counsel, at the cost of the Indemnifying Parties, subject to the consent of the Indemnifying Parties (which consent shall not be unreasonably withheld or delayed) and more than one counsel if, in the opinion of such counsel, the interests of such Indemnified Parties with respect to such Claim diverge or could be reasonably expected to diverge. In addition, after the Effective Time, in the event of any such threatened or actual Claim, the Indemnifying Parties shall promptly pay and advance reasonable expenses and costs incurred by each Indemnified Person as they become due and payable in advance of the final disposition of the Claim to the fullest extent and in the manner permitted by law. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnified Party, such undertaking to be

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accepted without regard to the creditworthiness of the Indemnified Party, to repay any expenses advanced if it shall ultimately be determined that the Indemnified Party is not entitled to be indemnified against such expense. Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Parties (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld or delayed), and (ii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, the Indemnified Party shall promptly refund to the Indemnifying Parties the amount of all such expenses theretofore advanced pursuant hereto. Any Indemnified Party wishing to claim indemnification under this Section 6.10, upon learning of any such Claim, shall promptly notify the Indemnifying Parties of such Claim and the relevant facts and circumstances with respect thereto; provided, however, that the failure to provide such notice shall not affect the obligations of the Indemnifying Parties except to the extent such failure to notify actually prejudices the Indemnifying Parties’ ability to defend such Claim.

(c) For six years after the Effective Time, the Company shall, or shall cause the Surviving Company to, maintain in effect BPW’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by BPW’s directors’ and officers’ liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate to BPW’s directors and officers, as the case may be, currently covered by such insurance than those of such policy in effect on the date of this Agreement (provided, that the Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous); provided that, in satisfying such obligation, none of the Company or any of its Subsidiaries shall be obligated to pay premiums per annum in excess of 300% of the aggregate amount per annum that BPW paid for such coverage in its last full fiscal year prior to the date hereof, which amount BPW has disclosed to the Company prior to the date hereof; provided further that, in the event that the aggregate premiums for maintaining such insurance for the benefit of the persons currently covered by BPW’s officers and directors insurance policy under this Section 6.10(c) are in excess of 300% of the aggregate amount per annum, then the Company shall only be obligated to maintain such insurance coverage as is reasonably available for such amount.

(d) This Section 6.10 is intended for the irrevocable benefit of, and to grant third-party rights to, the Indemnified Parties and their successors, assigns and heirs and shall be binding on all successors and assigns of the Company, including the Surviving Company. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.10 and the Company acknowledges and agrees that each Indemnified Party would suffer irreparable harm and that no adequate remedy at law exists for a breach of such covenants and such Indemnified Party shall be entitled to injunctive relief and specific performance in the event of any breach of any provision in this Section 6.10.

Section 6.11 Takeover Laws. In connection with and without limiting the foregoing, each of the Company and BPW shall (i) use its reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby or by any of the Ancillary Agreements, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any other transaction contemplated hereby or by any of the Ancillary Agreements, take all action necessary to ensure that the Merger, and the other transactions contemplated by this Agreement any by the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated hereby and thereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby and thereby.

Section 6.12 Trust Waiver. The Company hereby acknowledges that BPW is a recently organized blank check company formed for the purpose of engaging in a acquiring one or more businesses or assets (a “Transaction”). The Company further acknowledges that BPW’s sole assets consist of the cash proceeds of the IPO and private placements of its securities, and that substantially all of those proceeds have been deposited in the Trust Account for the benefit of BPW, certain of its stockholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (i) to BPW in limited amounts from time to time (and, subject to the last sentence of this Section 6.12, in no event more than $4,500,000 in total) in order to permit BPW to pay its operating expenses; (ii) if BPW completes a Transaction, to certain dissenting public stockholders, to the underwriters in the

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amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and, subject to the last sentence of this Section 6.12, then to BPW; and (iii) if BPW fails to complete a Transaction within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to BPW in limited amounts to permit BPW to pay the costs and expenses of its liquidation and dissolution, and then to BPW’s public stockholders (as such term is defined in the Trust Account Agreement). Subject to the last sentence of this Section 6.12, for and in consideration of BPW’s agreement to enter into this Agreement, the Company, Merger Sub and each of the Company Stockholders hereby waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse (whether directly or indirectly) against the Trust Account or any funds distributed therefrom (except amounts released to BPW as described in clauses (i) or (ii) above) as a result of, or arising out of, any claims against BPW or otherwise arising under this Agreement or otherwise. BPW has executed and delivered to the Trust Agent an irrevocable instruction providing that, in the event that (a) BPW shall have consummated a Business Combination, and (b) the Termination Fee and/or the Expenses incurred by the Company up to the Maximum Expense Amount (together with any documented expenses associated with the recovery of such amounts to the extent payable under Section 8.2(e)) shall have become due and payable by BPW to the Company under Section 8.2(c) and, to the extent applicable, under Section 8.2(e), and in each such case shall not have been previously paid, the Trust Agent shall be irrevocably instructed to deliver and shall deliver from the Trust Account, in the manner of priority set forth in the Trust Account Agreement but prior to any distribution to BPW, to an account designated by the Company, immediately available funds in an amount equal to any previously unpaid portion of such Termination Fee and/or the Expenses incurred by the Company up to the Maximum Expense Amount (together with any documented expenses associated with the recovery of such amounts to the extent payable under Section 8.2(e)).

Section 6.13 Pre-Closing Confirmation and Certification. Not later than 48 hours prior to the Closing, BPW shall give Mellon advance notice of the Effective Time. At the Closing, the Company shall deliver, or cause to be delivered, to Mellon written notification that the Closing has occurred and irrevocable written instructions with respect to the funds in the Trust Account to deliver such funds (i) to make the Debt Repayment under and as defined in the A Agreement and (ii) with respect to the payments referred to in Section 2.7(d)).

Section 6.14 Other Matters.

(a) On or prior to the Effective Time, the BPW Board shall take such actions as are necessary to file the BPW Charter Amendment with the Secretary of State of the State of Delaware such that the same shall be in full force and effect on the Closing Date.

(b) If the Effective Time does not occur prior to February 20, 2010, the BPW Board shall take such actions as are necessary to file the Initial Charter Amendment with the Secretary of State of the State of Delaware such that the same shall be in full force and effect prior to February 26, 2010.

Section 6.15 Ancillary Agreements. Each Party shall use its reasonable best efforts to cause each other party to any Ancillary Agreement to which it a party to (a) perform and comply in all material respects with all obligations required of each such other party thereunder and (b) consummate the transactions contemplated thereby in accordance with the terms thereof (including by taking enforcement action to cause such performance, compliance and consummation). Notwithstanding anything to the contrary contained herein, no Party shall agree to amend any Ancillary Agreement to which it is a party, or terminate, or waive, release or assign any material right or claim under, any such Ancillary Agreement, in either case, in a manner adverse to the other Party without the other Party’s prior written consent.

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ARTICLE VII

CONDITIONS OF MERGER

Section 7.1 Conditions to Obligation of each Party to Effect the Merger. The respective obligations of each Party to effect the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order suspending the effectiveness of the Registration Statement nor shall proceedings for that purpose have been threatened;

(b) the BPW Voting Proposal shall have received the BPW Requisite Vote in the manner required under the DGCL, the rules of the AMEX and the Organizational Documents of BPW;

(c) the time period for the valid exercise of conversion rights shall have terminated and, as of such time, holders of less than thirty-five percent (35%) of the outstanding shares of BPW Common Stock issued in the IPO shall have validly exercised their conversion rights (as determined in accordance with the BPW Charter);

(d) the Warrant Exchange Offer shall have been consummated (or is being consummated substantially simultaneously with the Closing);

(e) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the consummation of the Merger, and no Action shall have been instituted by any Governmental Entity and remain pending which would reasonably be expected to (i) result in a statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or makes illegal the consummation of the Merger or (ii) provide a reasonable basis to conclude that the Company, Merger Sub or BPW or any of their Affiliates or any of their respective officers or directors, as applicable, would be subject to the risk of criminal liability;

(f) any waiting periods under the HSR Act applicable to the Merger and all other transactions contemplated hereby or by the Ancillary Agreements shall have expired or been terminated; and

(g) all filings required to be made prior to the Closing by any Party or, in the case of the Company, any of its Subsidiaries, with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or, in the case of the Company, any of its Subsidiaries, from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or by the Ancillary Agreements (other than under the HSR Act) shall have been made or obtained, except where the failure to obtain such consents would not reasonably be expected to cause a Company Material Adverse Effect or a BPW Material Adverse Effect.

Section 7.2 Conditions to Obligations of the Company and Merger Sub to Effect the Merger. The obligation of the Company and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:

(a) the representations and warranties of BPW contained in Article IV of this Agreement shall be true and correct (without regard to any materiality or BPW Material Adverse Effect qualifier contained therein), on and as of the date hereof and on and as of the Closing Date as if made at and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct as of the specified date), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a BPW Material Adverse Effect;

(b) BPW shall have performed or complied in all material respects with the obligations required by this Agreement to be performed or complied with by it at or prior to the Closing Date;

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(c) the Company shall have received a certificate executed on behalf of BPW by a senior executive officer of BPW to the effect set forth in clauses (a) and (b) of this Section 7.2;

(d) (i) the Sponsors’ Agreement shall be in full force and effect and enforceable against the parties thereto in accordance with its terms, (ii) each of the transactions contemplated thereby to be consummated prior to the Closing shall have been consummated in accordance with its terms and (iii) the conditions precedent to the consummation of transactions contemplated thereby to be consummated substantially simultaneously with, or immediately following, the Closing shall have been satisfied or waived in accordance its terms (other than the Closing);

(e) The Company shall have obtained and made borrowings under (or substantially simultaneously with the Closing shall borrow under) the Financing, in such amounts that, together with the net proceeds of amounts in the Trust Account and other available cash, it will have all necessary funds to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including the repayment in full of all amounts due or outstanding in respect of (i) the A Financing Agreements, (ii) the Support Letters and (iii) all Third Party Credit Facilities, each as defined in the A Agreement on the terms contemplated hereby and thereby, to pay related fees and expenses and to have, immediately following the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, cash on hand or available to be borrowed under one or more bank credit facilities included in the Financing in an amount sufficient to fund ordinary course working capital and other general corporate purposes;

(f) BPW shall have made appropriate arrangements to have the Trust Account disbursed in accordance with Section 6.13; and

(g) BPW shall have irrevocably and unconditionally obtained and secured at least the Minimum Warrant Exchange Participation.

Section 7.3 Conditions to Obligations of BPW to Effect the Merger. The obligations of BPW to effect the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions:

(a) the representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without regard to any materiality or Company Material Adverse Effect qualifier contained therein), on and as of the date hereof and on and as of the Closing Date as if made at and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct as of the specified date), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

(b) the Company shall have performed or complied in all material respects with the obligations required by this Agreement to be performed or complied with by them at or prior to the Closing Date;

(c) BPW shall have received a certificate executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company to the effect set forth in clauses (a) and (b) of this Section 7.3;

(d) (i) the A Agreement shall be in full force and effect and enforceable against the parties thereto in accordance with its terms, (ii) each of the transactions contemplated thereby to be consummated prior to the Closing shall have been consummated in accordance with its terms and (iii) the conditions precedent to the consummation of transactions contemplated thereby to be consummated substantially simultaneously with, or immediately following, the Closing shall have been satisfied or waived in accordance its terms (other than the Closing); and

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related fees and expenses and to have, immediately following the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, cash on hand or available to be borrowed under one or more bank credit facilities included in the Financing in an amount sufficient to fund ordinary course working capital and other general corporate purposes, and the Company shall have used (or substantially simultaneously with the Closing shall use) such funds for such purposes.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

Section 8.1 Termination. This Agreement may be terminated at any time before the Effective Time (except as otherwise provided), whether before or after the approval of the stockholders of BPW referred to in Section 7.1(b), respectively, by written notice from BPW to the Company or the Company to BPW, as the case may be, as follows:

(a) by mutual written consent of each of BPW and the Company;

(b) by either the Company or BPW, if the Effective Time shall not have occurred on or before 5:00 p.m. Eastern Standard Time on April 17, 2010 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Termination Date;

(c) by either the Company or BPW, if a Governmental Entity shall have issued an order, decree or injunction having the effect of making the Merger illegal or permanently prohibiting the consummation of the Merger, and such order, decree or injunction shall have become final and nonappealable;

(d) by either the Company or BPW if (i) the BPW Requisite Vote shall not have been obtained at a duly held meeting of the stockholders of BPW or at any adjournment thereof or (ii) any of the conditions set forth in Section 7.1(c) or Section 7.1(d) shall not have been satisfied within the applicable time period; provided that the right to terminate this Agreement under this Section 8.1(d) shall not be available to BPW if it fails to fulfill its obligations to timely call and conduct the BPW Stockholders Meeting as contemplated by Section 6.1(e) or otherwise is in breach of its obligations under this Agreement such that the conditions set forth in Section 7.2(b) would not be satisfied;

(e) by the Company, if (i) BPW breaches Section 6.3(a)(iii) or Section 6.3(a)(iv), (ii) the Company reasonably requests in writing that the BPW Board publicly reconfirm its recommendation of the BPW Voting Proposal to the stockholders of BPW and the BPW Board fails to do so within ten Business Days after its receipt of the Company’s request; (iii) BPW fails to fulfill its obligation to timely call and conduct the BPW Stockholders Meeting as contemplated by Section 6.1(e); or (iv) BPW breaches its obligations under Section 6.3 (other than Section 6.3(a)(iii) or Section 6.3(a)(iv)) in any material respect;

(f) by BPW, upon a material breach of any covenant or agreement on the part of the Company set forth in this Agreement, or any representation or warranty of the Company shall have become untrue, such that the conditions set forth in Section 7.3(a) or Section 7.3(b), as the case may be, would not be satisfied (a “Terminating Company Breach”); provided, however, that, if such Terminating Company Breach is capable of being cured by the Company prior to the earlier of (i) 30 days from BPW providing notice of such Terminating Company Breach or (ii) the Termination Date, BPW shall not be able to terminate this Agreement pursuant to this Section 8.1(f) so long as the Company cures such breach within such time period;

(g) by the Company, upon a material breach of any covenant or agreement on the part of BPW set forth in this Agreement, or any representation or warranty of BPW is or shall have become untrue, such that the conditions set forth in Section 7.2(a) or Section 7.2(b), as the case may be, would not be satisfied (a “Terminating BPW Breach”); provided, however, that, if such Terminating BPW Breach is capable of being cured by BPW prior to the earlier of (i) 30 days from the Company providing notice of such Terminating BPW Breach or (ii) the Termination Date, the Company shall not be able to terminate this agreement pursuant to this Section 8.1(g) so long as BPW cures such breach within such time period; and

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(h) by the Company (by action taken by the full Company Board) prior to approval of the BPW Voting Proposal, if the volume weighted average price per share of Company Common Stock (calculated to the nearest one-hundredth of one cent) on the NYSE (as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the Parties) for any 15 consecutive trading days after the date hereof and prior to the BPW Stockholders Meeting is less than the quotient obtained by dividing $10.00 by the Exchange Ratio Ceiling.

Section 8.2 Expenses; Termination Fee.

(a) Except as otherwise expressly provided in this Agreement (including this Section 8.2), all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such Expenses, except that each of the Company and BPW shall bear and pay one half of the costs and expenses incurred in connection with the filing, printing and mailing of the Information Statement/Proxy Statement/Prospectus (including any SEC filing fees) and all filings pursuant to the HSR Act. As used in this Agreement, “Expenses” includes all documented and reasonably incurred out-of-pocket expenses (including fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby.

(b) Notwithstanding Section 8.2(a), (i) if this Agreement is terminated by the Company pursuant to Section 8.1(h), then the Company shall pay the Expenses incurred by BPW up to the Maximum Expense Amount to an account designated by BPW within two Business days after such termination, and (ii) if this Agreement is terminated pursuant to Section 8.1(f) (in the case of any breach of the Company’s representations or warranties, only in the event of a Willful and Material Breach of such representations and warranties as of the date of this Agreement), and (x) a Company Acquisition Proposal is publicly proposed, publicly disclosed, or otherwise made known to the stockholders of the Company prior to, and not withdrawn at the time of, such termination and (y) concurrently with or within twelve (12) months after such termination the Company enters into a definitive agreement with respect to any Company Acquisition Proposal or a Company Acquisition Proposal is consummated, then the Company shall pay (A) the Expenses incurred by BPW up to the Maximum Expense Amount and (B) an amount equal to the Termination Fee by wire transfer of immediately available funds to an account designated by BPW within two Business days after the consummation of such Company Acquisition Proposal. Following termination of this Agreement in accordance with Section 8.1, the Company’s payment of the Expenses incurred by BPW and the Termination Fee pursuant to this Section 8.2(b) shall be the sole and exclusive remedy of BPW against the Company and any of its Subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the occurrences giving rise to such payment or otherwise in law or in equity with respect to the matters contemplated hereby, except for any liabilities or damages caused by the Willful and Material Breach of any representations, warranties, covenants or agreements herein by the Company.

(i) if this Agreement is terminated by the Company or BPW pursuant to Section 8.1(b) (provided that the failure by the Company to fulfill any obligation under this Agreement was not the primary cause of the failure of the Effective Time to occur on or before the Termination Date) or Section 8.1(d) or by the Company pursuant to Section 8.1(e)(iv) or Section 8.1(g) (in the case of any breach of BPW’s representations or warranties, only in the event of a Willful and Material Breach of such representations and warranties as of the date of this Agreement) and, (i) any BPW Acquisition Proposal or Business Combination (other than the transactions contemplated by this Agreement) is publicly proposed, publicly disclosed or otherwise made known to stockholders or warrantholders of BPW prior to, and not withdrawn at the time of, such termination, and (ii) concurrently with or within twelve (12) months after such termination BPW enters into a definitive agreement with respect to any BPW Acquisition Proposal or Business Combination (other than the transactions contemplated by this Agreement) or a BPW Acquisition Proposal is consummated, then BPW shall pay (A) the Expenses incurred by the Company up to the Maximum Expense Amount and (B) an amount equal to the Termination Fee by wire transfer of immediately available funds to an account designated by the Company, within two Business Days after the consummation of such BPW Acquisition Proposal or Business Combination; or

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(ii) if this Agreement is terminated by the Company pursuant to Section 8.1(e) (except Section 8.1(e)(iv)), then BPW shall pay the Company (A) the Expenses incurred by the Company up to the Maximum Expense Amount and (B) an amount equal to the Termination Fee, by wire transfer of immediately available funds to an account designated by the Company, within two Business Days after the termination of this Agreement, subject to Section 6.12 hereof (including that any unpaid portion shall be paid following the consummation of a Business Combination in accordance with the last sentence of Section 6.12).

(iii) Following the termination of this Agreement in accordance with Section 8.1, BPW’s payment of the Expenses incurred by the Company and the Termination Fee pursuant to this Section 8.1(c) shall be the sole and exclusive remedy of the Company or Merger Sub against BPW and its directors, officers, employees, agents, advisors or other representatives with respect to the occurrences giving rise to such payment or otherwise in law or in equity with respect to the matters contemplated hereby, except for any liabilities or damages caused by the Willful and Material Breach of any representations, warranties, covenants or agreements herein by BPW.

(d) The “Termination Fee” shall be an amount equal to $10 million.

(e) The Company and BPW acknowledge and agree that the agreements contained in Section 8.2(b) and Section 8.2(c) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and BPW would not enter into this Agreement. Accordingly, if either the Company or BPW fails promptly to pay the amount due pursuant to Section 8.2(b) or Section 8.2(c), respectively, and, in order to obtain such payment, the other Party commences an Action that results in a judgment, order or decree in its favor for such payment, the Company or BPW, as applicable, shall pay such other Party its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Action, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at the prime rate, as reported in The Wall Street Journal, in effect on the date such payment was required to be made. The Company and BPW acknowledge and agree that in no event shall the Company or BPW be obligated to pay the Termination Fee or the Expenses incurred by the other Party on more than one occasion.

Section 8.3 Effect of Termination. In the event of termination of this Agreement by either the Company or BPW as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of BPW or the Company or their respective officers, members or directors except (a) as set forth in Section 8.2, (b) with respect to any liabilities or damages incurred or suffered by a Party as a result of the Willful and Material Breach by the other Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement, (c) with respect to provisions that survive the termination hereof pursuant to Section 9.1 and (d) with respect to the agreements in the Confidentiality Agreement.

Section 8.4 Amendment. This Agreement may be amended by the Parties by action taken by or on behalf of the BPW Board, in the case of BPW, and the Company Board, in the case of the Company, at any time before or after any required approval of matters presented in connection with the Merger by the BPW Stockholders; provided, however, that after any such approval, there shall be made no amendment that by law requires further approval by the BPW Stockholders without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed by the Parties.

Section 8.5 Waiver. At any time prior to the Closing Date, any Party may (a) extend the time for the performance of any of the obligations or other acts of the other Parties hereto, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered pursuant hereto and (c) waive compliance by any other Party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. The failure of any Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

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ARTICLE IX

GENERAL PROVISIONS

Section 9.1 Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 8.1, as the case may be, except that (a) the agreements set forth in Article II, the eighth and ninth sentences of Section 6.1(b), Section 6.10, Section 6.12 and Article IX of this Agreement shall survive the Effective Time and (b) the agreements set forth in the Confidentiality Agreement and in Sections 6.12, 8.2, 8.3 and Article IX of this Agreement shall survive such termination.

Section 9.2 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to BPW:

BPW Acquisition Corp.

767 Fifth Avenue

New York, New York 10153

Attention: Arjay Jensen

Fax No.: (212) 287-3201

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

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Attention: Matthew M. Guest, Esq.

Fax No.: (212) 403-2000

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Attention: Bruce S. Mendelsohn, Esq.

Mark Zvonkovic, Esq.

Fax No.: (212) 872-1002

If to the Company or Merger Sub:

The Talbots, Inc.

One Talbots Drive

Hingham, Massachusetts 02043

Attention: General Counsel

Fax No.: (914) 934-9136

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

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

Attention: Morton A. Pierce, Esq.

Ivan Presant, Esq.

Fax No.: (212) 259-6333

Section 9.3 Severability. If any term or other provision of this agreement is invalid, illegal or incapable of being enforced because of any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions

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contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 9.4 Entire Agreement; Assignment. This Agreement (including the Company Disclosure Schedule and the BPW Disclosure Schedule), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THEIR RESPECTIVE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLES III AND IV, AS THE CASE MAY BE, OF THIS AGREEMENT, NONE OF BPW, MERGER SUB OR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING IN RESPECT OF ANY INTERNAL OR PUBLISHED PROJECTIONS, FORECASTS, ESTIMATES OR PREDICTIONS IN RESPECT OF REVENUES, EARNINGS OR OTHER FINANCIAL OR OPERATING METRICS OF THE COMPANY FOR ANY PERIOD, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. This Agreement shall not be assigned by any Party by operation of law or otherwise without the express written consent of each of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

Section 9.5 No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except as set forth in Section 6.10.

Section 9.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with, the laws of the State of Delaware without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

Section 9.7 SUBMISSION TO JURISDICTION. Each Party irrevocably submits to the exclusive jurisdiction of (a) the state courts of the State of Delaware and (b) the United States District Court for the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby. Each Party agrees to commence any action, suit or proceeding relating hereto only in either such court. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby in (i) the state court of the State of Delaware, or (ii) the United States District Court for the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by mail to such Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 9.7 shall affect the right of any Party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 9.7 shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9.7. The Parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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Section 9.8 NO TRIAL BY JURY. Each of the Parties hereto hereby irrevocably and unconditionally waives any right it may have to trial by jury in connection with any litigation arising out of or relating to this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby.

Section 9.9 Action by Subsidiaries. Whenever this Agreement requires any Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action, as the case may be.

Section 9.10 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.11 Specific Performance. Each of the Parties hereto acknowledges and agrees that the other Parties would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, except in the case of a termination of this Agreement in accordance with Section 8.1 (other than as a result of a Willful and Material Breach) and the payment of all resulting fees and Expenses as provided by Section 8.2, each of the Parties agrees that they each shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and conditions hereof in any Action instituted in any court of the United States or any state having competent jurisdiction, in addition to any other remedy to which such Party may be entitled, at law or in equity.

Section 9.12 Mutual Drafting. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing this Agreement to be drafted.

Section 9.13 Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive meaning frequently identified with the phrase “but not limited to” and “without limitation” and (d) references to “hereunder” or “herein” relate to this Agreement. Section, subsection, Schedule, Appendix and Exhibit references are to this Agreement unless otherwise specified. Capitalized terms set forth in the Exhibits, Appendices and Schedules attached hereto shall have the same meanings as set forth in this Agreement, unless defined otherwise in such Exhibit, Appendix or Schedule. This Agreement shall not be interpreted or construed to require any Person to take any action, or fail to take any action, if to do so would violate any applicable law.

Section 9.14 Schedules. Inclusion of information in the Company Disclosure Schedule or the BPW Disclosure Schedule (each, a “Schedule” and together, the “Schedules”) shall not be construed as an admission of liability under any applicable law or that such information contained therein is (a) material to the business, operations, assets, liabilities, financial condition or results of operations of a Party or (b) a representation or warranty that a potential consequence will occur as described. The Schedules set forth items of disclosure with specific reference to the particular section or subsection of this Agreement to which the items or information in such Schedule relates; provided, however, that any information set forth in one section or subsection of a Schedule pertaining to representations, warranties and covenants of a Party shall be deemed to apply to each other section or subsection of such Party’s Schedules pertaining to its representations, warranties and covenants to the extent that it is reasonably apparent on its face from a reading of such disclosure that it is relevant to such other sections or subsections of the Party’s Schedules.

Section 9.15 Counterparts. This Agreement may be executed in two or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature page follows.]

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APPENDIX B

AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BPW ACQUISITION CORP.

Pursuant to Section 242 of the

Delaware General Corporation Law

The undersigned, being a duly authorized officer of BPW ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the state of Delaware, does hereby certify as follows:

1. The name of the Corporation is BPW Acquisition Corp.

2. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 12, 2007, and an amendment to the Corporations Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 29, 2007.

3. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

4. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with Section 242 of the Delaware General Corporation Law.

5. The first sentence of Section 9.5(a) of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows:

‘‘(a) The Corporation’s existence shall terminate 26 months from the date of the final prospectus relating to the Offering (the “Original Termination Date”), or up to 30 months from the date of the final prospectus relating to the Offering if extended pursuant to a stockholder vote in accordance with Section 9.5(b) (the “Extended Termination Date”).”

6. Except as specifically set forth herein, all other provisions of the Amended and Restated Certificate of Incorporation shall remain as provided therein.

IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this day of .

BPW Acquisition Corp.


	By:

Name:

Title:

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APPENDIX C

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

BPW ACQUISITION, CORP.

BPW Acquisition Corp., a corporation organized and existing under the laws of the state of Delaware, does hereby certify as follows:

1. The Corporation was originally incorporated under the name “BPW Acquisition Corp.” and the original certificate of incorporation was filed with the Secretary of State of the State of Delaware on October 12, 2007, as (i) amended by the certificate of amendment to the original certificate of incorporation as filed with the Secretary of State of the State of Delaware on October 29, 2007[,][and] (ii) amended and restated by the amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on February 27, 2008[ and (iii) further amended by the certificate of amendment to the original certificate of incorporation as filed with the Secretary of State of the State of Delaware on , 2010] (the “Original Certificate”).

2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (“DGCL”).

3. This Amended and Restated Certificate restates, integrates and further amends the provisions of the Original Certificate.

4. This Amended and Restated Certificate shall be effective on the date of filing with the Secretary of State of the State of Delaware.

5. The text of the Original Certificate is hereby restated and amended in its entirety to read as follows:

ARTICLE I. The name of the Corporation is BPW Acquisition Corp.

ARTICLE II. The Corporation is to have perpetual existence.

ARTICLE III. The address of the Corporation’s registered office in the State of Delaware [is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (New Castle County). The name of its registered agent at such address is The Corporation Trust Company].

ARTICLE IV. The nature of the business and the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose and to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE V. The total number of shares of stock which the Corporation shall have authority to issue is one hundred (100) shares of common stock, $.01 par value per share (the “Common Stock”).

ARTICLE VI. Shares of the Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. The amount of the authorized Common Stock of the Corporation may be increased or decreased by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote.

ARTICLE VII. Elections of directors need not be by written ballot unless required by the By-Laws of the Corporation. Any director may be removed from office either with or without cause at any time by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given at a meeting of the stockholders called for that purpose, or by the consent of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given in accordance with DGCL Section 228.

ARTICLE VIII. In furtherance and not in limitation of the powers conferred upon the Board of Directors by law, the Board of Directors shall have the power to make, adopt, alter, amend and repeal from time to time the By-Laws of the Corporation subject to the right of the stockholders entitled to vote with respect thereto to alter, amend and repeal By-Laws made by the Board of Directors.

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ARTICLE IX. No person who is or was a director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL as the same exists or hereafter may be amended. If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the liability of directors, then the liability of a director to the Corporation or its stockholders shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended. Any repeal or amendment of this Article IX by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Article IX will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.

ARTICLE X. (a) Each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”) by reason of the fact that he or she is or was a director, officer employee or agent of the Corporation or, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized or permitted by applicable law, as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding, and such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred by this Article X shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition.

(b) The rights conferred on any Covered Person by this Article X shall not be exclusive of any other rights which any Covered Person may have or hereafter acquire under law, this Amended and Restated Certificate, the By-Laws of the Corporation, an agreement, vote of stockholders or disinterested directors, or otherwise.

(c) Any repeal or amendment of this Article X by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Article X, will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(d) This Article X shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than Covered Persons.

[Signature Page Follows]

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APPENDIX D

REPURCHASE, REPAYMENT AND SUPPORT AGREEMENT

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).

W I T N E S S E T H

WHEREAS, concurrently with the execution of this Agreement, BPW, the Company, and Tailor Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“ Merger Sub”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will merge with and into BPW (the “Merger”) and, subject to certain exceptions specified therein, each outstanding share of the common stock, par value $0.0001 per share, of BPW will be converted into the right to receive the merger consideration specified therein;

WHEREAS, as of the date hereof, Stockholder is the record and beneficial owner, in the aggregate, of 29,921,829 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) (including any shares of Common Stock acquired by Stockholder after the execution of this Agreement, the “Owned Shares”);

WHEREAS, as of the date hereof, A or A (USA), as applicable, is lender to the Company under each of the A Financing Agreements (as defined below); and

WHEREAS, as a condition and inducement to the Company and BPW entering into the Merger Agreement, each of the Company and BPW has required that Stockholder agree, and Stockholder has agreed, to enter into this Agreement and (i) abide by the covenants and obligations with respect to the Owned Shares and A Financing Agreements set forth herein; (ii) sell to the Company the Owned Shares on the terms and conditions set forth herein; and (iii) take the other actions described in this Agreement, including with respect to the Debt Repayment (as defined below), on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration given to each party hereto, including the cash being provided by BPW as a result of the Merger, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Written Consent. Simultaneously herewith, Stockholder has executed a written consent voting all of its Owned Shares to approve the Merger Agreement and all transactions contemplated thereby, including the issuance of Common Stock by the Company to BPW Stockholders thereunder (such written consent, attached hereto as Exhibit A, the “Written Consent”). Stockholder represents and warrants that the Written Consent is valid and binding, and Stockholder shall not amend, revoke or withdraw the Written Consent in any respect.

2. Stock Repurchase.

2.1 Pursuant to the terms of this Agreement, Stockholder shall sell, convey, assign and transfer to the Company, and the Company shall purchase and acquire from Stockholder (the “Stock Repurchase”), all of the Owned Shares for an aggregate of one (1) million warrants to purchase shares of Common Stock of the Company on terms and conditions substantially the same as set forth in the Warrant Exchange Term Sheet attached as Exhibit G to the Merger Agreement; provided, that the exercise price of such warrants shall be the closing price of the Common Stock on the Closing Date (or, if not available on such date, the closing price on the Business Day immediately preceding the Closing Date) (the “Owned Shares Purchase Price”).

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2.2 The closing of the Stock Repurchase (the “Owned Shares Closing”) shall take place substantially contemporaneously with (and in no event later than immediately following) the Closing, at the offices of Wachtell, Lipton, Rosen & Katz. At the Owned Shares Closing, (a) the Company shall deliver to Stockholder the Owned Shares Purchase Price, and (b) Stockholder shall deliver or cause to be delivered to the Company certificates representing the Owned Shares, free and clear of any Encumbrances, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed.

3. Debt Related Matters.

3.1 Each of (i) A, as lender under the Loan Facility Agreement, dated as of February 25, 2009 (as amended, supplemented or otherwise modified from time to time, the “$200M Term Loan Agreement”), between the Company and A, (ii) A (USA), as lender under the Term Loan Agreement, dated as of July 15, 2008 (as amended on March 12, 2009, and as otherwise amended, supplemented or otherwise modified from time to time, the “$50M Term Loan Agreement”), between the Company and A (USA) and (iii) A, as lender under the Secured Revolving Loan Agreement, dated as of April 10, 2009 (as amended, supplemented or otherwise modified from time to time, the “$150M Revolving Credit Agreement”, and together with the $200M Term Loan Agreement and the $50M Term Loan Agreement, the “A Financing Agreements”) hereby acknowledges and agrees, solely in its capacity as a lender under the A Financing Agreement to which it is a party, that:

(a) it hereby waives any breach, violation, default or right of termination, modification, cancellation, foreclosure, imposition of a lien, prepayment or acceleration under any term of the applicable A Financing Agreements arising from or in connection with the entry by the Company into the Merger Agreement or any of Ancillary Agreements, and the consummation by the Company of the transactions contemplated thereby;

(b) it hereby waives any action or other requirement provided for in the applicable A Financing Agreement which otherwise would constitute a condition precedent to the Merger, including without limitation any requirement to deliver any notice, document, certificate or opinion; and

(c) other than any Permitted Refinancing (as defined below), during the term of this Agreement, it shall not assign, sell, transfer, tender, pledge, hypothecate, or grant, create or suffer an Encumbrance in or upon, or otherwise dispose of (including by testamentary or intestate succession or otherwise by operation of law) or convey any participation in any right, title or interest in or to the applicable A Financing Agreement, including any amounts funded by or payable to it under the applicable A Financing Agreement, any guarantees in respect of the foregoing or any proceeds of the foregoing.

3.2 Subject to the terms and conditions provided therein, Stockholder acknowledges that between the date of this agreement and the Closing, the Company may make borrowings under the $150M Revolving Credit Agreement and shall use any such borrowings for, among any other purpose permitted by the $150M Revolving Credit Agreement, any payments of principal, interest or other amounts due with respect to any of the Third Party Credit Facilities (as defined below) during such period. The Company agrees to use the amounts available to it under the $150M Revolving Credit Agreement and other available cash to make all such required payments.

3.3 The parties hereto agree and acknowledge that (i) the Support Letter (Financial), dated as of April 9, 2009, from A to the Company, (ii) the Letter of Support, dated as of April 9, 2009, from A to the Company (together with the document described in clause (i), as amended, replaced, supplemented or otherwise modified from time to time, the “Support Letters”), (iii) the Guaranty, dated as of February 6, 2009, made by A in favor of Mizuho Corporate Bank Ltd. with respect to a Revolving Credit Agreement dated as of December 29, 2008, (iv) the Guaranty, dated as of February 27, 2009, made by A in favor of Mizuho Corporate Bank Ltd. with respect to a Revolving Credit dated as of January 28, 2004, (v) the Guaranty, dated as of February 27, 2009, made by A in favor of Sumitomo Mitsui Banking Corporation with respect to a Revolving Credit Agreement dated as of January 25, 1994, (vi) the Guaranty, dated as of

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February 27, 2009, made by A in favor of Sumitomo Mitsui Banking Corporation with respect to a Revolving Credit Agreement dated as of December 30, 2008, (vii) the Guaranty, dated as of February 20, 2009, made by A in favor of The Norinchukin Bank with respect to a Revolving Credit Agreement dated as of January 25, 1994, (viii) the Guaranty, dated as of February 20, 2009, made by A in favor of The Norinchukin Bank with respect to a Revolving Credit Agreement dated as of January 2, 2009, (ix) the Guaranty, dated as of February 26, 2009, made by A in favor of The Bank of Tokyo-Mitsubishi UFJ, Ltd. with respect to a Revolving Credit Agreement dated as of February 26, 2009 and (x) the Guaranty, dated as of February 26, 2009, made by A in favor of The Bank of Tokyo-Mitsubishi UFJ, Ltd. with respect to a Credit Agreement dated as of March 28, 2007 (the letters and guaranties described in clauses (i) through (x), collectively, the “Support Agreements” and the credit facilities described in clauses (iii) through (x), together with (A) the Revolving Loan Credit Agreement, dated April 17, 2003, between the Company and Mizuho Bank and (B) the Short Term Loan Agreement, dated April 17, 2009, between the Company and Norinchukin Bank, which are currently outstanding and under which the Company is indebted, collectively, the “Third Party Credit Facilities”) are in full force and effect and shall remain in full force and effect until the earlier to occur of (1) their expiration in accordance with their terms and (2) the Repayment Closing (as defined below) provided, however, that the parties hereto agree that A and the Company may refinance, replace, or retire the Company’s obligations under $150M Revolving Credit Agreement, the Support Letters, and any other A Financing Agreement or Third Party Credit Facility (the “Permitted Refinancing”). A agrees to fulfill all of its commitments and obligations under the Support Agreements prior to the Repayment Closing.

3.4 The parties hereto agree that, except as otherwise permitted by this Agreement, the Support Letters shall terminate and be of no further effect upon (but not prior to) the Repayment Closing.

3.5 (a) Immediately prior to the Owned Shares Closing, the Company shall (i) repay in full all then outstanding amounts owed by the Company to A or A (USA), as applicable, under the $200M Term Loan Agreement, the $50M Term Loan Agreement, the $150M Revolving Credit Agreement and, if applicable, the Support Letters, and any agreement refinancing the foregoing (collectively, the “Debt Repayment”), in the aggregate, in immediately available funds to an account specified by Stockholder in writing; provided that A and A (USA), as applicable, shall, simultaneously with and conditioned solely upon payment of such Debt Repayment, provide the Company with a customary (in form and substance) Payoff Letter with respect to each A Financing Agreement and any amount then outstanding under any Support Agreement (collectively, the “Payoff Letters”), and such other certificates or instruments as the Company may reasonably request or as may be otherwise necessary or desirable to evidence the Debt Repayment, (ii) repay in full all then outstanding amounts owed by the Company to each applicable lender under each of the Third Party Credit Facilities (and either cause the termination or replacement of any letter of credit outstanding thereunder or enter into mutually acceptable provisions with respect to each such letter of credit (such as, by way of example, the Company providing cash collateralization or an acceptable backup letter of credit or other credit enhancement to such lender, in each case on terms and conditions acceptable to such lender and the Company) and (iii) terminate each commitment (if any) to extend credit provided for under any of the foregoing agreements (each of the foregoing repayments and terminations in this Section 3.5(a), collectively, “Repayment in Full”).

(b) In furtherance and not in limitation of the foregoing, upon consummation of the Repayment in Full, all liens, security interests and any other similar interests, of any kind, nature, or description, whenever and however arising, which A or A (USA), as applicable, may then have in any of the assets and property, real or personal, tangible or intangible, of the Company or any of its Subsidiaries, including Encumbrances created by, arising under, or granted to A or A (USA) pursuant to any security agreement, shall terminate and be satisfied and released. Stockholder hereby agrees that upon Repayment in Full, the Company and its Representatives shall be authorized to file and/or record such Uniform Commercial Code termination statements, releases of mortgages and other release, satisfaction or discharge documents as the Company may reasonably determine to be necessary or advisable to give effect to or evidence such satisfaction and release, and Stockholder shall, where applicable, deliver, execute and/or endorse, such releases, satisfactions, discharges, terminations and other documents and instruments

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evidencing or effecting such satisfaction and release as may be reasonably requested from time to time by the Company.

(c) The closing of the Repayment in Full (the “Repayment Closing”) shall take place immediately prior to the Owned Shares Closing, at the offices of Wachtell, Lipton, Rosen & Katz.

4. Representations and Warranties. A (USA) and A, jointly and severally, hereby represent and warrant to each of BPW and the Company as follows:

4.1 Title. A (USA) has good and valid title to the Owned Shares, free and clear of any Encumbrance, and upon the Owned Shares Closing, A (USA) will deliver good and valid title to the Owned Shares, free and clear of any Encumbrance. A or A (USA), as applicable, is the lawful owner (and will maintain at all times up to immediately prior to the Repayment Closing lawful ownership), beneficially and of record, of the loans under each of the A Financing Agreements and all other rights, title or interest in or to each of the A Financing Agreements, including any amounts funded by or payable to it under such A Financing Agreements, any guarantees in respect of the foregoing or any proceeds of the foregoing. Such loans and other rights, title and interests are (and, immediately prior to the Repayment Closing, will be) free and clear of all Encumbrances and are not (and will not be) subject to any right of setoff or recoupment, defense or counterclaim, or any adverse claim or right.

4.2 Power; Due Authorization; Binding Agreement. Each of A (USA) and A is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Japan, respectively. Each of A (USA) and A has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by each of A (USA) and A of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of A (USA) and A, respectively. This Agreement has been duly and validly executed and delivered by each of A (USA) and A and assuming due execution by the other parties hereto constitutes a valid and binding obligation of each of A (USA) and A, enforceable against each of A (USA) and A in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, or by principles governing the availability of equitable remedies.

4.3 Ownership of Shares. The Owned Shares are owned beneficially by Stockholder, free and clear of any Encumbrances, and include all of the shares of Common Stock owned beneficially by Stockholder. As of the date of this Agreement, Stockholder has, and will maintain at all times up to immediately prior to the Owned Shares Closing, sole voting and dispositive power with respect to the Owned Shares and will be entitled to dispose of the Owned Shares.

4.4 No Consents. The execution and delivery of this Agreement by each of A (USA) and A does not, and the performance of the terms of this Agreement by each of A (USA) and A will not, require either A (USA) or A to obtain any consent, approval, order, permit, license or authorization (collectively, “Consents”) under any law or any contract to which either A (USA) or A is a party or by which any of the assets or properties of either A (USA) or A is bound or make or file any requisite registration, qualification, declaration or other statement, including the pre-merger notification requirements of the HSR Act (collectively, “Filings”), with any federal, state, local or foreign government or any court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign or supranational (each, a “Governmental Authority”). The Owned Shares are not subject to any agreement, including any voting agreement, stockholders agreement, irrevocable proxy or voting trust (other than the Stockholders Agreement, dated as of November 18, 1993, by and between the Company and JUSCO (U.S.A.), Inc. (the “Stockholders Agreement”)).

4.5 No Conflicts. The execution, delivery and performance by each of A (USA) and A of this Agreement will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of A (USA) or A, or (b) contravene, conflict with, or result in a violation or

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breach of any provision of any applicable law or any contract to which either A (USA) or A is a party or by which any of the assets or properties of either A (USA) or A is bound, except, in the case of this clause (b), any such contraventions, conflicts, violations or breaches, that, individually or in the aggregate, would not reasonably be expected to impair the ability of Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

5. Representations and Warranties of the Company. The Company hereby represents and warrants to Stockholder as follows:

5.1 Power; Due Authorization; Binding Agreement. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and assuming due execution by the other parties hereto constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, or by principles governing the availability of equitable remedies.

5.2 No Consents. Except as otherwise set forth in the Merger Agreement or the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance of the terms of this Agreement by the Company will not, require the Company to obtain any Consent under any law or any contract to which the Company is a party or by which any of its assets or properties is bound or make or file any Filings with any Governmental Authority except for any such Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

5.3 No Conflicts. Except as otherwise set forth in the Merger Agreement or the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of the Company, or (b) contravene, conflict with, or result in a violation or breach of any provision of any applicable law or any contract to which the Company is a party or by which any of its assets or properties is bound, except, in the case of this clause (b), as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

6. Representations and Warranties of BPW. BPW hereby represents and warrants to Stockholder as follows:

6.1 Power; Due Authorization; Binding Agreement. BPW is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. BPW has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by BPW of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of BPW. This Agreement has been duly and validly executed and delivered by BPW and assuming due execution by the other parties hereto constitutes a valid and binding obligation of BPW, enforceable against BPW in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, or by principles governing the availability of equitable remedies.

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6.2 No Consents. Except as otherwise set forth in the Merger Agreement or the BPW Disclosure Schedule, the execution and delivery of this Agreement by BPW does not, and the performance of the terms of this Agreement by BPW will not, require BPW to obtain any Consent under any law or any contract to which BPW is a party or by which any of its assets or properties is bound or make or file any Filings with any Governmental Authority except for any such Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the ability of BPW to consummate the transactions contemplated by this Agreement.

6.3 No Conflicts. Except as otherwise set forth in the Merger Agreement or the BPW Disclosure Schedule, the execution, delivery and performance by BPW of this Agreement will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of BPW, or (b) contravene, conflict with, or result in a violation or breach of any provision of any applicable law or any contract to which BPW is a party or by which any of its assets or properties is bound, except, in the case of this clause (b), as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of BPW to consummate the transactions contemplated by this Agreement.

7. Certain Covenants of Stockholder. The Stockholder hereby covenants and agrees with the Company and BPW as follows:

7.1 Committee Authority. Stockholder hereby agrees that until the Expiration Date, Stockholder shall not, directly or indirectly, and shall cause its Subsidiaries and agents (including, subject to the requirements of applicable law, its representatives and designees on the Company Board) not to, take, or permit to be taken, any action with the purpose or effect of revoking, rescinding or limiting in any manner the Audit Committee authority referred to in Section 3.2(b) of the Merger Agreement.

7.2 Restriction on Transfer. Except as contemplated by this Agreement, from the date of this Agreement and until the Expiration Date, Stockholder shall not, directly or indirectly, Transfer any of the Owned Shares. Stockholder hereby further represents, covenants and agrees that, except for this Agreement, Stockholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Owned Shares other than the Stockholders Agreement, (b) except as contemplated by this Agreement, has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to the Owned Shares, (c) has not taken and shall not take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing any of its obligations under this Agreement, and (d) has not committed or agreed, and shall not commit or agree, to take any of the foregoing actions. As used in this Agreement, the term “Transfer” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or sufferage of a lien or Encumbrance in or upon, or the gift, placement in trust, or the constructive sale or other disposition of such security (including transfers by testamentary or intestate succession or otherwise by operation of law) or any right, title or interest therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, constructive sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. The term “constructive sale” means a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

7.3 Additional Shares. If, after the date hereof, Stockholder acquires beneficial or record ownership of any additional shares of Common Stock (any such shares, “Additional Shares”), including upon exercise of any option, warrant or right to acquire shares of Common Stock or through any stock dividend or stock split, the provisions of this Agreement applicable to the Owned Shares shall thereafter be

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applicable to such Additional Shares as if such Additional Shares had been Owned Shares as of the date hereof. The provisions of the immediately preceding sentence shall be effective with respect to Additional Shares without action by any person or entity immediately upon the acquisition by Stockholder of beneficial or record ownership of such Additional Shares.

7.4 Documentation and Information. Stockholder consents to and authorizes the publication and disclosure by the Company and BPW of its identity and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, in any press release or any other disclosure document required in connection with the Merger, the Warrant Exchange Offer or any of the other transactions contemplated by the Merger Agreement and the Ancillary Agreements. Subject to the terms and conditions hereof, to the extent reasonably requested by the Company or BPW, Stockholder shall cooperate in the preparation of such disclosure documents and in providing such information regarding Stockholder and its affiliates as may be required to be included in such disclosure documents.

7.5 Further Assurances. From time to time at the request of BPW or the Company, Stockholder and Affiliates shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate and make effective the transactions contemplated by this Agreement.

7.6 Stockholders Agreement. Stockholder and the Company each agree that, effective upon the Owned Shares Closing, the Stockholders Agreement shall terminate and shall cease to be of any further force and effect and no party thereto will thereafter have any rights or obligations thereunder.

7.7 Company Board. At or prior to the Owned Shares Closing, Stockholder will deliver to the Company letters of resignation from each of Tsutomu Kajita, Motoya Okada, Yoshihiro Sano and Isao Tsuruta, resigning from the Company Board.

7.8 Waiver of Appraisal Rights. Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have under applicable law.

7.9 Trust Waiver. Stockholder hereby acknowledges that BPW is a recently organized blank check company formed for the purpose of engaging in a acquiring one or more businesses or assets (a “Transaction”). Stockholder further acknowledges that BPW’s sole assets consist of the cash proceeds of the initial public offering of BPW (the “IPO”) and private placements of its securities, and that substantially all of those proceeds have been deposited in a trust account with a third party (the “Trust Account”) for the benefit of BPW, certain of its stockholders and the underwriters of its IPO. The monies in the Trust Account may be disbursed only (i) to BPW in limited amounts from time to time (and in no event more than $4,500,000 in total) in order to permit BPW to pay its operating expenses; (ii) if BPW completes a Transaction, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to BPW; and (iii) if BPW fails to complete a Transaction within the allotted time period and liquidates, subject to the terms of the agreement governing the Trust Account, to BPW in limited amounts to permit BPW to pay the costs and expenses of its liquidation and dissolution, and then to BPW’s public stockholders (as such term is defined in the agreement governing the Trust Account). For and in consideration of BPW’s agreement to enter into this Agreement, the Merger Agreement and the other Ancillary Agreements, A (USA), A and each of their respective stockholders hereby waive any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agree not to seek recourse (whether directly or indirectly) against the Trust Account or any funds distributed therefrom (except amounts released to BPW as described in clause (i) above) as a result of, or arising out of, any claims against BPW or otherwise arising under this Agreement or otherwise.

7.10 Indemnification and Insurance.

(a) From and after the Effective Time, the Company shall provide exculpation and indemnification for each Person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, or director of the Company, (the “Indemnified Parties”) which is at least as

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favorable to such persons as the exculpation and indemnification provided to the Indemnified Parties by the Company immediately prior to the Effective Time in their respective Organizational Documents, as in effect on the date hereof; provided, that such exculpation and indemnification covers actions on or prior to the Effective Time, including all transactions contemplated by this Agreement, the Merger Agreement, and the Ancillary Agreement.

(b) In addition to the rights provided in Section 7.10(a), in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any action by or on behalf of any or all security holders of the Company or BPW, or any Subsidiary of the Company, or by or in the right of the Company or BPW, or any Subsidiary of the Company, or any claim, action, suit, proceeding or investigation (collectively, for this Section 7.10, “Claims”) in which any Indemnified Party is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was an officer or director of the Company or any action or omission or alleged action or omission by such Person in his capacity as an officer or director, or (ii) this Agreement, the Merger Agreement, and the Ancillary Agreements and the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the Company and the Surviving Company (the “Indemnifying Parties”) shall from and after the Effective Time jointly and severally indemnify and hold harmless the Indemnified Parties from and against any losses, claims, liabilities, expenses (including reasonable attorneys’ fees and expenses), judgments, fines or amounts paid in settlement arising out of or relating to any such Claims. The Company, the Surviving Company and the Indemnified Parties hereby agree to use their reasonable best efforts to cooperate in the defense of such Claims. In connection with any such Claim, the Indemnified Parties shall have the right to select and retain one counsel, at the cost of the Indemnifying Parties, subject to the consent of the Indemnifying Parties (which consent shall not be unreasonably withheld or delayed) and more than one counsel if, in the opinion of such counsel, the interests of such Indemnified Parties with respect to such Claim diverge or could be reasonably expected to diverge. In addition, after the Effective Time, in the event of any such threatened or actual Claim, the Indemnifying Parties shall promptly pay and advance reasonable expenses and costs incurred by each Indemnified Person as they become due and payable in advance of the final disposition of the Claim to the fullest extent and in the manner permitted by law. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnified Party, such undertaking to be accepted without regard to the creditworthiness of the Indemnified Party, to repay any expenses advanced if it shall ultimately be determined that the Indemnified Party is not entitled to be indemnified against such expense. Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Parties (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld or delayed), and (ii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, the Indemnified Party shall promptly refund to the Indemnifying Parties the amount of all such expenses theretofore advanced pursuant hereto. Any Indemnified Party wishing to claim indemnification under this Section 7.10, upon learning of any such Claim, shall promptly notify the Indemnifying Parties of such Claim and the relevant facts and circumstances with respect thereto; provided, however, that the failure to provide such notice shall not affect the obligations of the Indemnifying Parties except to the extent such failure to notify actually prejudices the Indemnifying Parties’ ability to defend such Claim.

(c) For six (6) years after the Effective Time, the Company shall, or shall cause the Surviving Company to, maintain in effect the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy, on terms with respect to such coverage and amount no less favorable in the aggregate to the Company’s directors and officers, as the case may be, currently covered by such insurance than those of such policy in effect on the date of this Agreement (provided, that the Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous); provided that, in satisfying such obligation, none of the

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Company or any of its Subsidiaries shall be obligated to pay premiums per annum in excess of 300% of the aggregate amount per annum that the Company paid for such coverage in its last full fiscal year prior to the date hereof; provided, further that, in the event that the aggregate premiums for maintaining such insurance for the benefit of the persons currently covered by the Company’s officers and directors insurance policy under this Section 7.10(c) are in excess of 300% of the aggregate amount per annum, then the Company shall only be obligated to maintain such insurance coverage as is reasonably available for such amount.

(d) This Section 7.10 is intended for the irrevocable benefit of, and to grant third-party rights to, the Indemnified Parties and their successors, assigns and heirs and shall be binding on all successors and assigns of the Company, including the Surviving Company. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 7.10 and the Company acknowledges and agrees that each Indemnified Party would suffer irreparable harm and that no adequate remedy at law exists for a breach of such covenants and such Indemnified Party shall be entitled to injunctive relief and specific performance in the event of any breach of any provision in this Section 7.10.

8. Conditions Precedent to the Stock Repurchase and Debt Repayment.

8.1 The obligations of the Company to consummate the Stock Repurchase and the Debt Repayment shall be subject to the satisfaction of the following conditions:

(a) the representations and warranties of Stockholder in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the date of the Owned Shares Closing;

(b) Stockholder shall have complied in all material respects with the agreements on its part to be performed under this Agreement at or prior to the date of the Owned Shares Closing;

(d) the Company shall have received (or is receiving substantially simultaneously with the consummation of the Debt Repayment) the Payoff Letters.

(e) the Closing shall have been consummated (or is being consummated substantially simultaneously with the consummation of the date of the Owned Shares Closing and the Repayment Closing) in accordance with the terms and conditions of the Merger Agreement.

8.2 The obligations of Stockholder to consummate the Stock Repurchase and the Debt Repayment shall be subject to the satisfaction of the following condition:

(a) the representations and warranties of the Company and BPW in this Agreement shall be true and correct in all material respects as of the date hereof and on and as of the date of the Owned Shares Closing.

8.3 The obligations of Stockholder to consummate the Stock Repurchase is further subject to consummation of the Repayment in Full.

9. Miscellaneous.

9.1 Termination of this Agreement. This Agreement shall remain in effect until the earliest to occur of (a) the amendment or waiver of any provision of the Merger Agreement in a manner that is adverse in any material respect to Stockholder, or the amendment of the Exchange Ratio, in each case taken without the prior consent of Stockholder, (b) the consummation of each of the Owned Shares Closing and the Repayment Closing and, (c) the termination of the Merger Agreement in accordance with its terms and (d) April 17, 2010 (such earliest date, the “Expiration Date”); provided that the provisions of Sections 7.9, 7.10 and this Article IX of this Agreement shall survive any termination of this Agreement indefinitely. Nothing in this Section 9.1 and no termination of this Agreement shall relieve any party hereto from any liability or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement.

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9.2 Entire Agreement; No Third Party Beneficiaries. This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written and oral, that may have related to the subject matter hereof in any way. Other than the Indemnified Parties, this Agreement is not intended to confer upon any person not a party to this Agreement any rights or remedies hereunder; provided however, that BPW may rely upon Section 7.9.

9.3 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties to this Agreement.

9.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to BPW:

BPW Acquisition Corp.
767 Fifth Avenue
New York, New York 10153
Attention: Arjay Jensen
Fax No.: (212) 287-3201

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

Wachtell, Lipton, Rosen & Katz
51 West 52^nd Street
New York, New York 10019
Attention: Matthew M. Guest, Esq.
Fax No.: (212) 403-2000

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, New York 10036
Attention: Bruce S. Mendelsohn, Esq.
Mark Zvonkovic, Esq.
Fax No.: (212) 872-1002

If to the Company:

The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
Attention: General Counsel
Fax No.: (914) 934-9136

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

Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: Morton A. Pierce, Esq.
Ivan Presant, Esq.
Fax No.: (212) 259-6333

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If to Stockholder:

AEON CO., LTD.
5-1, 1-chome, Nakase
Mihama-ku, Chiba-shi
Chiba, 261-8515 Japan
Telephone: +81 4 3212-6089
FAX: +81 4 3212-6813
EMAIL: h_wakabaya@aeon.biz
Attention: International Division

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

Skadden, Arps, Slate, Meagher & Flom LLP
Tokyo-to Minato-ku Roppongi 1-6-1
Japan 106-6021
Telephone: +81 3 3658-2600
FAX: +81 3 3658-2626
EMAIL: mitsuhiro.kamiya@skadden.com
Attention: Mitsuhiro Kamiya, Esq.

9.5 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with, the laws of the State of Delaware without regard, to the fullest extent permitted by law, to the conflicts of laws provisions thereof which might result in the application of the laws of any other jurisdiction.

(b) Each party irrevocably submits to the exclusive jurisdiction of (i) the state courts of the State of Delaware and (ii) the United States District Court for the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby. Each party agrees to commence any action, suit or proceeding relating hereto only in either such court. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby in (A) the state court of the State of Delaware, or (B) the United States District Court for the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by mail to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 9.5 shall affect the right of any party to serve legal process in any other manner permitted by law. The consent to jurisdiction set forth in this Section 9.5 shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9.5. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Each of the parties hereto hereby irrevocably and unconditionally waives any right it may have to trial by jury in connection with any litigation arising out of or relating to this Agreement, any documents referred to in this Agreement or any transaction contemplated hereby or thereby.

9.6 Specific Performance. Each of the parties hereto acknowledges and agrees that the other parties would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties agrees that they each shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and conditions

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hereof in any Action instituted in any court of the United States or any state having competent jurisdiction, in addition to any other remedy to which such party may be entitled, at law or in equity.

9.7 No Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 9.7 shall be null and void.

9.8 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

9.9 Interpretation.

(a) Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive meaning frequently identified with the phrase “but not limited to” and “without limitation” and (d) references to “hereunder” or “herein” relate to this Agreement. Section, subsection, Schedule, Appendix and Exhibit references are to this Agreement unless otherwise specified. Capitalized terms set forth in the Exhibits, Appendices and Schedules attached hereto shall have the same meanings as set forth in this Agreement, unless defined otherwise in such Exhibit, Appendix or Schedule.

(b) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing this Agreement to be drafted.

9.10 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the major economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

9.11 Stockholder Capacity. Stockholder is entering into this Agreement only in its capacity as a stockholder of the Company, and nothing herein shall prevent any Representative of Stockholder from discharging his or her fiduciary duties as a member of the Company Board.

9.12 Expenses. Except as otherwise provided in the Merger Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such Expenses.

9.13 Several Liability. The Company shall not be responsible to BPW for a breach by Stockholder hereunder and Stockholder shall not be responsible to BPW for a breach by the Company hereunder.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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APPENDIX E

Financo Securities llc
535 MADISON AVENUE, NEW YORK, NY 10022
TEL: (212) 593-9000 FAX: (212) 593-0309

December 7, 2009

Board of Directors

BPW Acquisition Corp.

767 Fifth Avenue

New York, NY 10153

Dear Sirs:

We understand that BPW Acquisition Corp., a Delaware corporation (the “Company”), intends to enter into a definitive Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, The Talbots, Inc., a Delaware corporation (the “Talbots”), and Talbots Acquisition Inc., a Delaware corporation and direct subsidiary of Talbots (“Merger Sub”), whereby, among other things the merger (the “Merger”) of Merger Sub with and into the Company, with the Company continuing as the surviving entity, will result in each issued and outstanding share of common stock of the Company, $0.0001 par value per share (the “Company Common Stock”) held by the public being converted into and representing the right to receive the number of shares (the “Merger Consideration”) of fully paid and nonassessable shares of common stock of Talbots, par value $0.01 per share (the “Talbots Common Stock”) equal to the Exchange Ratio (as defined in the Merger Agreement), other than shares of Company Common Stock held by holders thereof that shall have validly exercised their conversion rights pursuant to Section 9.3 of the Company’s Amended and Restated Certificate of Incorporation. The Merger will be effected pursuant to the terms and subject to the conditions set forth in the Merger Agreement. Upon consummation of the Merger, the separate existence of Merger Sub will cease and the Company will continue its corporate existence under the laws of the State of Delaware as a wholly-owned subsidiary of Talbots. Additionally, as a condition and inducement to the Company and Talbots entering into the Merger Agreement, each of the Company and Talbots has required that (i) AEON (U.S.A.), Inc., a Delaware corporation (“AEON (USA)”), and AEON Co., LTD., a corporation organized and existing under the laws of Japan (“AEON”, and, together with AEON (USA), “Stockholder”) agree, and Stockholder has agreed, to enter into the Repurchase, Repayment and Support Agreement, to be dated as of the date of the Merger Agreement (the “Support Agreement”), by and between Talbots, the Company and Stockholder, (ii) Stockholder abide by the covenants and obligations with respect to the Owned Shares and AEON Financing Agreements (each as defined in the Support Agreement) as set forth in the Support Agreement, (iii) Stockholder sell to the Company the Owned Shares on the terms and conditions set forth in the Support Agreement, and (iv) take the other actions described in the Support Agreement, including with respect to the Debt Repayment (as defined in the Support Agreement), on the terms and conditions set forth in the Support Agreement.

Financo, Inc. (“Financo”, “our”, “us” or “we”) has been requested by the Company to render an opinion as to whether the Merger Consideration to be received by the public holders of the Company Common Stock in the Merger is fair to the public holders of Company Common Stock from a financial point of view.

In arriving at our opinion, we have reviewed and analyzed all the information we have deemed necessary and appropriate including, inter alia (collectively, the “Information”): (i) a draft dated December 7, 2009 of the Merger Agreement, not including the exhibits thereto except as explicitly stated herein, a draft dated December 3, 2009 of the Support Agreement, a draft dated December 5, 2009 of the Sponsors’ Agreement (as defined in the Merger Agreement), and such other publicly available information concerning Talbots and the Company which we believe to be relevant to our inquiry, (ii) financial and operating information with respect to the business, operations and prospects of Talbots furnished to us by the Company and Talbots and their respective advisors, (iii) a trading history

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of the shares of Company Common Stock for the period ending December 7, 2009, and considered the implied value of the Merger Consideration based upon the closing price of the Company Common Stock and the amounts held in trust for the benefit of the public holders of the Company Common Stock as of such date, (iv) a trading history of the shares of Talbots Common Stock for the period ending December 7, 2009 and a comparison of that trading history with those companies we deemed relevant and comparable, (v) the valuation multiples for certain publicly traded companies that we deemed relevant and that are in lines of business similar to Talbots; (vi) a comparison of the proposed financial terms of the Merger with the financial terms of certain other transactions that we deemed relevant; (vii) the projected free cash flows of Talbots in conducting a discounted cash flow analysis thereof; and (viii) such other financial studies, analyses and investigations as we deemed appropriate, as conducted by us or otherwise. In addition, we have had discussions with the management and staff of the Company and Talbots and their respective advisors concerning the business and operations, assets, present condition and future prospects of Talbots, and undertook such other studies, analyses and investigations as we deemed relevant and appropriate.

In preparing this opinion, Financo has assumed and relied upon the accuracy and completeness of, and has not independently verified, the Information (including without limitation the representations and warranties contained in the Merger Agreement) supplied or otherwise made available to Financo by the Company and Talbots, discussed or reviewed by or for Financo or publicly available, and will not assume any responsibility for, nor make any, independent verification of any of the Information. Financo further relied on the assurance of management and staff of the Company and Talbots and their respective advisors that they were unaware of any facts that would make the Information incomplete or misleading.

Financo has not subjected the Information to either (i) any independent review by Financo or a third party of any kind or (ii) an audit in accordance with generally accepted accounting attestation standards or the Statement on Standards for Prospective Financial Information issued by the AICPA. Further, the preparation of this opinion did not include a detailed review of any Talbots or Company transactions, and cannot be expected to identify errors, irregularities or illegal acts, including fraud or defalcations, that may exist. In addition, Financo has assumed and relied upon the reasonableness and accuracy of any of Talbots’ financial projections, forecasts and analyses provided to Financo by Talbots and the Company, and may assume that such projections, forecasts and analyses will have been reasonably prepared in good faith and on bases reflecting the best currently available judgments and estimates of Talbots’ or the Company’s respective management. Accordingly, Financo cannot express an opinion or any other form of assurance on, and assumes no responsibility for, the accuracy, completeness or correctness (or, in the case of projections, forecasts and analyses or the assumptions upon which they may be based, the achievability) of the Information.

Financo is providing this opinion to the Company in connection with the Merger and will receive a fee from the Company, a significant portion of which is contingent upon the delivery of this opinion. In addition, the Company has agreed to pay certain of our expenses and indemnify us for certain liabilities arising out of our engagement.

This opinion has been issued and approved by the fairness opinion committee of Financo. This opinion is necessarily based upon economic, market and other conditions and circumstances as they exist and can be evaluated as of the date hereof. Although such conditions and circumstances may change, Financo assumes no obligation to update, revise or reaffirm this opinion. This opinion is limited to the conclusion that the Merger Consideration to be paid to the public holders of the Company Common Stock in the Merger is fair to the public holders of Company Common Stock from a financial point of view. Financo has assumed that there will be no material changes to or deviations from the terms and conditions of the Merger Agreement, the Support Agreement or any other agreements related to the Merger or transactions related thereto after the date hereof.

In arriving at our opinion, Financo has not conducted a physical inspection of the properties and facilities of Talbots nor the Company, and has not reviewed any of the books and records of Talbots nor the Company. Financo has not made nor obtained any evaluations nor made nor relied upon any appraisals from a third party of the assets of Talbots nor of the assets of the Company. Financo’s opinion is necessarily based upon conditions as they exist and can be evaluated as of the date of this letter, and assumes that the transactions contemplated by the Merger Agreement, the Sponsors’ Agreement and the Support Agreement will be consummated upon their respective terms without waiver or modification, by any party thereto, of any of the material terms or conditions as contained in the drafts referenced in this opinion and that the final form of each of the Merger Agreement, the Sponsors’ Agreement

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and the Support Agreement will be substantially similar in all material respects to the draft of such document reviewed by us.

In addition, we were not requested to and did not provide advice concerning the structure of the Merger, the specific amount of the Merger Consideration, or any other aspects of the Merger, or to provide services other than the delivery of this opinion. We did not participate in negotiations with respect to the terms of the Merger and related transactions. Consequently, we have assumed without independent investigation that such terms are the most beneficial terms from the Company’s perspective that could under the circumstances be negotiated among the parties to such transactions, and no opinion is expressed whether any alternative transaction might result in terms and conditions more favorable to the Company or its stockholders than those contemplated by the Merger Agreement. Furthermore, our opinion does not address the underlying business decision by the Company to engage in the Merger.

It is understood that our opinion is for the use and benefit of the Board of Directors of the Company in its consideration of the Merger. Our opinion does not constitute a recommendation as to how any holder of shares of the Company Common Stock should vote on the Merger or any matter related thereto. This opinion should not be construed as creating any fiduciary duty on Financo’s part to any party. In addition, the Company has not asked us to address, and this opinion does not address, the fairness, financial or otherwise, of: (i) the amount or nature of any compensation or consideration to be paid to the Sponsors (as defined in the Merger Agreement), the Company’s officers, directors, or employees, or any class of such persons, whether relative to the compensation to be paid to or received by any other person or otherwise, or (ii) any other consideration to be paid to or received by the holders of any class of securities, creditors or other constituencies of the Merger or the Warrant Exchange Offer (as defined in the Merger Agreement), other than the public holders of shares of the Company Common Stock.

We express no opinion as to the price at which shares of Company Common Stock will trade at any time. Furthermore, no opinion, counsel, or interpretation is intended in matters that require legal, accounting, insurance, tax or other similar professional advice. It is assumed that such opinions, counsel, or interpretations have been or will be obtained from the appropriate professional sources, and we have relied, with your consent, on the assessment by the Company and its advisers, as to all legal, regulatory, accounting, insurance, and tax matters with respect to the Company and the Merger. The Company has agreed to indemnify us against liabilities arising out of or in connection with the services rendered and to be rendered by us under our engagement.

Based upon and subject to the foregoing, Financo is of the opinion that the Merger Consideration to be paid to the public holders of Company Common Stock in the Merger is fair to the public holders of Company Common Stock from a financial point of view.

Very truly yours,

Financo Securities, LLC


	By:	/s/ William Susman

William Susman

President

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APPENDIX F

SPONSORS’ AGREEMENT

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”).

WHEREAS, certain parties have entered into an agreement (the “BNYH Agreement”) pursuant to which PWPA and PWP Acquisition GP LLC (the general partner of PWPA) will acquire 100% of the interests in BNYH;

WHEREAS, pursuant to the BNYH Agreement, BNYH has granted to PWPA a proxy to vote all of the shares of BPW Common Stock (as defined below) owned by BNYH, to exchange pursuant to the Warrant Exchange Offer (as defined in the Merger Agreement (as defined below)) any of the Warrants (as defined below) owned by BNYH, and to take any other actions PWPA deems necessary and advisable in connection with the terms of the Merger Agreement and the transactions contemplated thereby;

WHEREAS, the Sponsors collectively hold 5,921,660 shares (the “Founders’ Shares”) of BPW common stock, $0.0001 par value per share (“BPW Common Stock”), warrants to acquire 5,921,660 shares of BPW Common Stock purchased pursuant to the Amended and Restated Initial Unit Subscription Agreement, dated February 19, 2008 (the “Founders’ Warrants”), and warrants to purchase 8,450,429 shares of BPW Common Stock purchased pursuant to the Amended and Restated Sponsors’ Warrants Subscription Agreement, dated February 19, 2008 (the “Sponsors’ Warrants” and together with the Founders’ Warrants, the “Warrants”);

WHEREAS, in connection with Section 2.12 of the merger agreement, dated as of December 8, 2009, and entered into by and among Talbots, Talbots Acquisition Inc., a Delaware corporation and direct subsidiary of Talbots (“Merger Sub”), and BPW (the “Merger Agreement”), whereby Merger Sub will merge with and into BPW, with BPW surviving the merger and becoming a wholly-owned subsidiary of Talbots (the “Merger”), and in order to induce the parties to the Merger Agreement to enter into the Merger Agreement and to proceed with the Merger and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of PWPA, BNYH, Talbots and BPW hereby agrees as follows:

1. Contemporaneously with the consummation of the Merger, PWPA (on behalf of itself and its then wholly owned subsidiary, BNYH) will surrender to Talbots or the Surviving Company (as defined in the Merger Agreement), and Talbots or the Surviving Company, as applicable, will accept and cancel, or cause to be accepted and canceled, an aggregate of 1,776,498 Founders’ Shares so that the total number of Founders’ Shares held by the Sponsors (and converted in accordance with Section 2.7 of the Merger Agreement) shall be 4,145,162. The Sponsors will not receive any consideration for the Founders’ Shares so surrendered and cancelled.

2. Each of PWPA and BNYH hereby irrevocably and unconditionally agrees that:

(i) in connection with a vote to approve the Merger Agreement, the Merger and any proposal to approve an amendment to BPW’s Amended and Restated Certificate of Incorporation (the “BPW Charter”) to extend BPW’s corporate existence to April 30, 2010, PWPA (on behalf of itself and BNYH) will vote (a) all of the Founders’ Shares in accordance with the majority of the votes cast by the holders of shares of BPW Common Stock issued in BPW’s initial public offering (“IPO”) and (b) all of the Sponsors’ other shares of BPW Common Stock in favor of such proposals;

(ii) in connection with the proposal to approve the amendment and restatement, effective upon the completion of the Merger, of the BPW Charter to provide for the perpetual existence of BPW and eliminate provisions of the BPW Charter that relate to BPW’s operation as a blank check company and certain other changes, PWPA (on behalf of itself and BNYH) will vote all of the Sponsors’ shares of BPW Common Stock (including the Founders’ Shares) in favor of such proposal;

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(iii) in connection with a proposal to approve the adjournment of the BPW Stockholders Meeting (as defined in the Merger Agreement), including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the BPW Stockholders Meeting to approve the foregoing proposals set forth in (i) and (ii) of this paragraph 2, PWPA (on behalf of itself and BNYH) will vote all of the Sponsors’ shares of BPW Common Stock (including the Founders’ Shares) in favor of such proposal;

(iv) PWPA (on behalf of itself and BNYH) will not exercise conversion rights with respect to any of the Sponsors’ shares of BPW Common Stock;

(v) except as otherwise required pursuant to those certain Letter Agreements executed by the Sponsors on February 26, 2008 in connection with the IPO (the “Letter Agreements”), PWPA (on behalf of itself and BNYH) will vote all of the Sponsors’ shares of BPW Common Stock (including the Founders’ Shares) against any action or agreement submitted for approval or adoption of BPW’s stockholders that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of BPW contained in the Merger Agreement; and

(vi) except as otherwise required pursuant to the Letter Agreements, PWPA (on behalf of itself and BNYH) will vote all of the Sponsors’ shares of BPW Common Stock (including the Founders’ Shares) against any BPW Acquisition Proposal (as defined in the Merger Agreement) or proposal with respect to any Business Combination (as defined in the BPW Charter) (other than the transactions contemplated by the Merger Agreement) and against any other action, agreement or transaction, in any case, that is submitted for approval or adoption of BPW’s stockholders that the Sponsors would reasonably expect is intended, or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by BPW of its obligations under the Merger Agreement or any of the Ancillary Agreements (as defined in the Merger Agreement) or the performance by the Sponsors of their obligations under this Agreement, including: (a) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving BPW (other than the Merger); (b) a sale, lease or transfer of a material amount of assets of BPW or any reorganization, recapitalization or liquidation of BPW; or (c) any change in the present capitalization of BPW or any amendment or other change to the BPW Charter or bylaws, except, in each case of clauses (a) through (c), if expressly approved in writing by Talbots.

3. In connection with, and upon consummation of, the Warrant Exchange Offer, as defined in Section 6.1(b) of the Merger Agreement, PWPA (on behalf of itself and its then wholly owned subsidiary, BNYH) irrevocably and unconditionally will, in accordance with the terms of the Warrant Exchange Offer, exchange all of its Warrants for Talbots common stock (“Talbots Common Stock”), at the exchange ratio set forth in the Warrant Exchange Offer.

4. Subject to the consummation of the Merger, PWPA (on behalf of itself and its then wholly owned subsidiary, BNYH) shall not (other than the acquisition of BNYH by PWPA and PWP Acquisition GP LLC pursuant to the BNYH Agreement) without the prior written consent of Talbots (i) sell, offer to sell, contract or agree to sell, assign, hypothecate, donate, pledge, grant any security interest in, encumber, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, in respect of, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any securities convertible into or exercisable or exchangeable for, or other rights to purchase, whether any such transaction is to be settled by delivery of Talbots Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) in respect of its Talbots Common Stock for a period of 180 days from the date of the completion of the Merger, provided, however, that, during such 180-day period, each Sponsor or its affiliates may sell that number of shares of Talbots Common Stock with an aggregate market value at the time of the sale(s) that does not exceed the federal and state income tax liabilities of each

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Sponsor or affiliate arising from the receipt of Talbots Common Stock and New Warrants (as defined in the Merger Agreement) in connection with the Merger and Warrant Exchange Offer.

5. The parties to this Agreement acknowledge and agree that, pursuant to engagement letters between Perella Weinberg Partners LP, an affiliate of PWPA (“Perella”), and Talbots, Perella shall be entitled to receive a fee from Talbots relating to financial advisory services provided to Talbots in connection with the Merger and with financing the Merger.

6. Talbots hereby agrees that the definition of “Registrable Securities” included in that certain Registration Rights Agreement, dated as of February 26, 2008 between BPW, PWPA, BNYH and the other holders listed on the signature page to the agreement attached thereto (“Reg Rights Agreement”) shall be deemed to include the Talbots Common Stock to be received by the Sponsors upon consummation of the Merger and Warrant Exchange Offer and agrees to enter into an amendment to the Reg Rights Agreement to provide for the foregoing effective upon consummation of the Merger.

7. Each of the Sponsors and Talbots hereby waives any claim it may have in the future against the Trust Account (as defined in the Merger Agreement), and will not seek recourse against the funds held in or distributed from the Trust Account, arising out of any of the provisions in this Agreement.

8. The parties to this Agreement acknowledge and agree that the provisions set forth in this Agreement shall supersede any conflicting provisions set forth in the Letter Agreements.

9. Each Sponsor represents and warrants that it has full right and power, without violating any agreement by which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Agreement, this Agreement has been duly authorized, executed and delivered by the undersigned and is a valid and binding agreement of the undersigned, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

10. This Agreement shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles. This Agreement shall be binding on each of the parties and their respective successors, heirs, personal representatives and permitted assigns.

11. This Agreement shall terminate on the earlier of (i) the expiration of the lock-up period pursuant to paragraph 4 hereof, (ii) the liquidation of BPW and (iii) the termination of the Merger Agreement in accordance with its terms.

[Signature page follows]

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APPENDIX G

BPW ACQUISITION CORP.
750 Washington Boulevard
Stamford, Connecticut 06901

December 8, 2009

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Dear Sirs:

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 8, 2009, by and among by and among The Talbots, Inc., a Delaware corporation (the “Company”), Talbots Acquisition Inc., a Delaware corporation and direct subsidiary of Tailor (“Merger Sub”), and BPW Acquisition Corp., a Delaware corporation (“BPW”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Merger Agreement. The undersigned hereby agree as follows:

Notwithstanding Section 2.12 of the Merger Agreement requiring (i) the surrender by the Sponsors of certain of the Sponsors’ shares of BPW Common Stock (the “Surrendered Shares”) contemporaneously with the Closing and (ii) the exchange by the Sponsors of all of the BPW Warrants owned by them in the Warrant Exchange Offer for shares of Company Common Stock, the parties hereto hereby acknowledge and agree that (a) such party shall surrender shares of BPW Common Stock in the same manner and proportion as the Sponsors, as reflected on Schedule I hereto and (b) the BPW independent directors shall exchange all of the BPW Warrants owned by them in the same manner as the Sponsors pursuant to (ii) above.

The parties hereto acknowledge and agree that except as modified herein, the Merger Agreement remains in full force and effect. Please acknowledge your agreement to these terms by signing and returning this letter to the undersigned at the address listed above.

[SIGNATURE PAGE FOLLOWS]

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Appendix H

ACTION TAKEN BY WRITTEN CONSENT
OF THE STOCKHOLDERS
OF
THE TALBOTS, INC.

The undersigned, being the holder of outstanding shares of capital stock of THE TALBOTS, INC., a Delaware corporation (the “Company”), representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock of the Company entitled to vote thereon were present and voted, do hereby consent to (pursuant to Section 228 of the General Company Law of the State of Delaware (“DGCL”) and the bylaws of the Company) and do hereby adopt the resolutions hereinafter set forth which shall be deemed to have been adopted to the same extent and shall have the same force and effect as if adopted at a formal meeting of the stockholders of the Company, duly called and held for the purposes of acting upon proposals to adopt such resolutions:

WHEREAS, there has been presented to the undersigned stockholder of the Company an Agreement and Plan of Merger, dated as of December 8, 2009 (the “Merger Agreement”), by and among the Company, Tailor Acquisition Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), and BPW Acquisition Corp., a Delaware corporation (“BPW”), which Merger Agreement provides for the merger of Merger Sub with and into BPW, with BPW being the surviving corporation in such merger (the “Merger”);

WHEREAS, the Board of Directors of the Company, acting upon the recommendation of the Company’s Audit Committee, (i) has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of common stock of the Company in connection therewith, are fair to, and in the best interests of, the stockholders of the Company, and (ii) has declared advisable and approved the Merger Agreement, the Merger, the issuance of common stock of the Company in connection therewith and the other transactions contemplated thereby;

WHEREAS, the Merger Agreement provides that the Merger Agreement, the Merger, the issuance of the Company’s common stock in connection therewith and the other transactions contemplated thereby be approved by the written consent of the holders of the requisite number of shares of common stock of the Company;

WHEREAS, NYSE Rule 312.03(c) provides, among other things, that stockholder approval is required prior to the issuance of common stock in any transaction or series of related transactions if, among other things, (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20 percent of the voting power outstanding before the issuance of such stock or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock; NYSE Rule 312.07 provides, among other things, that, where stockholder approval is so required, the minimum vote which will constitute stockholder approval is defined as approval by a majority of votes cast on a proposal in a proxy bearing on the particular matter, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal; and NYSE Rule 306.00 provides, among other things, that listed companies may use consents in lieu of special meetings of shareholders as permitted by applicable law.

NOW, THEREFORE, BE IT RESOLVED, that the undersigned stockholders, in their capacity as stockholders of the Company hereby adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger;

FURTHER RESOLVED, that the Merger Agreement, the Merger, the issuance of the Company’s common stock in connection therewith and the other transactions contemplated thereby be, and hereby are, consented to, approved and adopted in all respects without a meeting, without prior notice and without a vote;

H-1

Appendix I

Warrant Exchange Term Sheet


Warrant Exchange Offer		As contemplated by the Merger Agreement, and as soon as permissible under applicable law after the approval of the Merger by the stockholders of BPW, the Company and BPW will commence an exchange offer whereby holders of BPW Warrants may elect to exchange their outstanding BPW Warrants (“Exchanged BPW Warrants”) for either (A) New Warrants, each exercisable into one share of Company Common Stock and subject to the New Warrant Terms (“Warrant Election”), (B) shares of Company Common Stock (“Stock Election” and, together with Warrant Election, “Election to Exchange”) or (C) any combination of Warrant Election and Stock Election, subject to the Warrant Exchange Mechanism described below and subject to a condition that, in the aggregate, 50% of the total number of BPW Warrants (including BPW Warrants not participating in the Warrant Exchange (“Hold Out BPW Warrants”)), are exchanged into shares of the Company Common Stock (“Aggregate Election Condition”)

		If, in the aggregate, less than 50% of BPW Warrants, including the Hold Out BPW Warrants, are subject to Stock Election, then the number of Exchanged BPW Warrants subject to Stock Election will be increased and the number of Exchanged BPW Warrants subject to the Warrant Election will be decreased for each holder of Exchanged BPW Warrants, proportionate to the number of Exchanged BPW Warrants held by such holder, until the Aggregate Election Condition is satisfied

		If, in the aggregate, more than 50% of BPW Warrants, including the Hold Out BPW Warrants, are subject to Stock Election, then the number of Exchanged BPW Warrants subject to Stock Election will be decreased and the number of Exchanged BPW Warrants subject to the Warrant Election will be increased for each holder of Exchanged BPW Warrants, proportionate to the number of Exchanged BPW Warrants held by such holder, until the Aggregate Election Condition is satisfied.

Warrant Exchange Term Sheet


Warrant Exchange Mechanism		BPW Warrants that the holder elects to exchange for the New Warrants will be exchangeable into a number of the New Warrants (having the New Warrant Terms) calculated as a product of (x) the number of BPW Warrants subject to the Warrant Election, held by such holder and as adjusted for the Aggregation Election Condition, and (y) the Exchange Ratio, as defined in the Tailor Merger Agreement

		BPW Warrants that the holder elects to exchange for shares of the Company Common Stock will be exchangeable into a number of shares of Company Common Stock calculated as (x) the number of BPW Warrants subject to Stock Election held by such holder, and as adjusted for the Aggregation Election Condition, multiplied by the quotient obtained by dividing the Exchange Ratio by 10.

I-1


Minimum Warrant Exchange Participation		The completion of the Warrant Exchange Offer is conditioned on Exchanged BPW Warrants being at least 90% of the total BPW Warrants issued in the IPO (i.e., at least 31,500,000 of Exchanged BPW Warrants and no more than 3,500,000 Hold Out BPW Warrants, in the aggregate)

New Warrant Terms		Will include the modifications to Strike Price, Accelerated Expiration and Expiration as described below. The New Warrant Terms will be set forth in a new Warrant Agreement having the below terms and other provisions customary for a public company warrant of this type

Strike Price		The product of (A) 1.30 and (B) Average Company Stock Price, as defined in the Tailor Merger Agreement

Accelerated Expiration		New Warrants will expire on an accelerated basis and thereafter represent solely the right to receive $0.01 per New Warrant, if the sales price of Company Common Stock equals or exceeds the Redemption Cap, to be the product of (A) 1.75 and (B) the Average Company Stock Price (as defined in the Merger Agreement), for any 20 trading days within a 30 day trading period

Expiration		5 years from completion of the Warrant Exchange Offer

I-2

BPW Acquisition Corp.

WO#
66928

6 FOLD AND DETACH HERE 6


THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ITEMS 1 THROUGH 4.

BPW ACQUISITION CORP.’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.		FOR	AGAINST	ABSTAIN
		o	o	o
1.	To approve an amendment to BPW’s Amended and Restated Certificate of Incorporation to extend BPW’s corporate existence by two months, to twenty-six months in total from the date of its initial public offering.	o	o	o

	EXERCISE CONVERSION RIGHTS If you vote “AGAINST” Proposal Number 1 and you hold shares of BPW common stock issued in its initial public offering, you may exercise your conversion rights and demand that BPW convert your shares of common stock into a pro rata portion of the funds held in its trust account by marking the “I HEREBY EXERCISE MY CONVERSION RIGHTS” box to the right. If you so exercise your conversion rights, then you will be exchanging your shares of BPW common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if (a) Proposal Number 1 is approved by BPW stockholders, (b) you affirmatively vote against Proposal Number 1 and mark the box to the right, (c) you continue to hold your BPW shares through the date of the BPW special meeting, (d) you transfer your stock certificates, or your bank or broker electronically transfers your shares, to BPW’s transfer agent by 5:00 P.M., New York City Time, on February 23, 2010, and (e) you provide, or your bank or broker provides, BPW’s transfer agent by 5:00 P.M., New York City Time, on February 23, 2010, with the necessary stock powers, written instructions that you want to convert your shares, and a written certificate addressed to BPW’s transfer agent stating that you were the owner of such shares as of the record date, you have owned such shares since the record date and you will continue to own such shares through the date of the BPW special meeting. Failure to (a) vote against approval of Proposal Number 1, (b) check the box to the right, (c) transfer or have your bank or broker transfer your shares to BPW’s transfer agent as set forth above, (d) provide or have your bank or broker provide other documents to BPW’s transfer agent as set forth above or (e) submit this proxy in a timely manner will result in the loss of your conversion rights with respect to Proposal Number 1.	I HEREBY EXERCISE MY CONVERSION RIGHTS o


		FOR	AGAINST	ABSTAIN
		o	o	o
2.	To approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2009, by and among The Talbots, Inc., Tailor Acquisition, Inc. and BPW Acquisition Corp., as such agreement may be amended from time to time, and the transactions that it contemplates.	o	o	o

	EXERCISE CONVERSION RIGHTS If you vote “AGAINST” Proposal Number 2 and you hold shares of BPW common stock issued in its initial public offering, you may exercise your conversion rights and demand that BPW convert your shares of common stock into a pro rata portion of the funds held in its trust account by marking the “I HEREBY EXERCISE MY CONVERSION RIGHTS” box to the right. If you so exercise your conversion rights, then you will be exchanging your shares of BPW common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if (a) Proposal Number 2 Is approved by BPW stockholders and the merger is completed, (b) you affirmatively vote against Proposal Number 2 and mark the box to the right, (c) you continue to hold your BPW shares through the completion of the merger, (d) you transfer your stock certificates, or your bank or broker electronically transfers your shares to BPW’s transfer agent by 5:00 P.M., New York City Time, on February 23, 2010, and (e) you provide, or your bank or broker provides, BPW’s transfer agent by 5:00 P.M., New York City Time, on February 23, 2010, with the necessary stock powers, written instructions that you want to convert your shares, and a written certificate addressed to BPW’s transfer agent stating that you were the owner of such shares as of the record date, you have owned such shares since the record date and you will continue to own such shares through the completion of the merger. Failure to (a) vote against approval of Proposal Number 2, (b) check the box to the right, (c) transfer or have your bank or broker transfer your shares to BPW’s transfer agent as set forth above, (d) provide or have your bank or broker provide other documents to BPW’s transfer agent as set forth above or (e) submit this proxy in a timely manner will result in the loss of your conversion rights with respect to Proposal Number 2.	I HEREBY EXERCISE MY CONVERSION RIGHTS o



		FOR	AGAINST	ABSTAIN
		o	o	o
3.	To approve the amendment and restatement, effective upon the completion of the merger, of BPW’s Amended and Restated Certificate of Incorporation to provide for the perpetual existence of BPW and to eliminate provisions related to BPW’s operation as a blank check company, as reflected in the Amended and Restated Certificate of Incorporation attached to the proxy statement as Appendix C.	o	o	o
		FOR	AGAINST	ABSTAIN

4.	To permit BPW’s Board of Directors, in its discretion, to adjourn the special meeting to a later date or dates including, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the foregoing proposals.	o	o	o


		Mark Here for Address Change or Comments SEE REVERSE		o


Signature	Signature	Date

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian. Please give full title as such.


QUESTIONS AND ANSWERS			1
SUMMARY			7
SELECTED HISTORICAL FINANCIAL DATA OF TALBOTS			17
SELECTED HISTORICAL FINANCIAL DATA OF BPW			18
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			19
COMPARATIVE MARKET VALUE OF SECURITIES			28
COMPARATIVE PER SHARE DATA			29
RISK FACTORS			30
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			34
THE BPW SPECIAL MEETING			35
INFORMATION ABOUT THE COMPANIES			41
THE CERTIFICATE AMENDMENT PROPOSALS			42
The Pre-closing Certificate Amendment Proposal			42
The Post-closing Certificate Amendment Proposal			42
THE MERGER PROPOSAL			43
Background of the Merger			43
BPW’s Reasons for the Merger; Recommendation of the BPW Board of Directors			47
Opinion Rendered by Financo to the BPW Board of Directors			48
Talbots’ Reasons for the Merger; Recommendation of the Talbots Board of Directors			56
Board of Directors and Management of Talbots Following Completion of the Merger			57
Ownership of Talbots Following the Merger			58
Public Trading Markets			58
Appraisal Rights			58
Regulatory Approvals Required for the Merger			58
Interests of Certain BPW Directors and Officers in the Merger			58
Interests of Certain Talbots Directors and Officers in the Merger			60
Litigation			60
THE MERGER AGREEMENT			62
Structure of the Merger			62
Merger Consideration			62
Conditions to Completion of the Merger			62
BPW’s Agreement Not to Solicit Other Offers			65
Trust Account Waiver			66
Termination of the Merger Agreement			66
Termination Fee and Expenses			67
Closing and Effectiveness			69
Distribution of Talbots Shares			70
Representations and Warranties			70
Conduct of Talbots and BPW Prior to Completion of the Merger			72
Expenses and Fees			76
Amendment and Waiver of the Merger Agreement			76
Indemnification and Insurance			77
THE BPW SPONSORS’ AGREEMENT			78
THE BNYH AGREEMENT			79


THE WARRANT EXCHANGE OFFER			80
THE DEBT COMMITMENT LETTER			81
THE AEON REPURCHASE, REPAYMENT AND SUPPORT AGREEMENT			83
Share Repurchase and Discharge of Indebtedness; Acknowledgments Under AEON Facilities			83
Restriction on Transfer			83
Debt Guarantees			83
AEON Covenants Regarding Talbots Financing			84
Additional AEON Covenants			84
Conditions to Completion of the Stock Repurchase and Debt Repayment			85
Termination of the Agreement			85
Representations and Warranties			85
Indemnification			85
ACCOUNTING TREATMENT			87
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			88
COMPARISON OF RIGHTS OF TALBOTS AND BPW STOCKHOLDERS			90
COMPARATIVE MARKET PRICES AND DIVIDENDS			99
LEGAL MATTERS			101
EXPERTS			102
STOCKHOLDER PROPOSALS			103
WHERE YOU CAN FIND MORE INFORMATION			104


	Forfeited Common Stock
	Pre-Closing BPW		Forfeited BPW
Holder	Common Stock		Common Stock

Perella Weinberg Partners Acquisition LP		2,960,830		888,249
BNYH BPW Holdings LLC		2,960,830		888,249
Roger W. Einiger		84,937		25,481
J. Richard Fredericks		84,937		25,481
Wolfgang Schoellkopf		84,937		25,481
Total		6,176,471		1,852,941