X0202 3 2008-02-26 0 0001418255 BPW Acquisition Corp. BPW 0001065143 SCHOELLKOPF WOLFGANG C/O BPW ACQUISITION CORP. 750 WASHINGTON BOULEVARD STAMFORD CT 06901 1 0 0 0 Common Stock, par value $0.0001 90309 D Founders' Warrants 10.00 Common Stock, par value $0.0001 90309 D Up to 5,372 founders' units are subject to forfeiture in the event and to the extent that the underwriters do not exercise their over-allotment option. Each founders' unit consists of one share of common stock, par value $0.0001 per share, and one warrant ("Founders' Warrant"). Each Founders' Warrant entitles the holder to purchase one share of common stock. Founders' Warrants are identical to the warrants currently being offered by BPW Acquisition Corp. (the "Issuer"), except for those differences set forth in the Issuer's Form S-1 filed with the Commission on November 15, 2007, as may be amended from time to time. In addition, the Founders' Warrants may not be exercised unless and until the last sale price of the Issuer's common stock equals or exceeds $12.25 per share for any 20 days within any 30 day trading period beginning 90 days after the Issuer's initial business combination, and shall expire at 5:00 p.m., New York time, six years from the date of the Issuer's final prospectus. /s/ Wolfgang Schoellkopf 2008-02-26