BPW Acquisition Corp. 37,500,000 Units1 Common Stock Warrants Underwriting AgreementUnderwriting Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
BPW Acquisition Corp., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as representative (the “Representative”), 37,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,625,000 additional Units to cover over-allotments, if any (the “Option Securities” and together with the Underwritten Securities being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than Citigroup Global Markets Inc., the term Representative as used herein shall mean Citigroup Global Markets Inc., as Underwriter, and the term Underwriters shall mean either the singular or plural as the contex
Insert Date]Underwriting Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 37,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph 9 hereof.
Form of Letter Agreement for Directors and Officers] [Insert Date]Underwriting Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”) and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 37,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph [8][9] hereof.
TRUST ACCOUNT AGREEMENTTrust Account Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of [___________ ___, 200__] by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and MELLON BANK, N.A., a national banking association, as account agent (the “Account Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”), dated as of [ ], 2008, is made and entered into by and among Perella Weinberg Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company (the “Sellers”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”), dated as of [________], 2008, is made and entered into by and among BPW Acquisition Corp., a Delaware corporation (the “Company”), Perella Weinberg Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company (each a “Sponsor” and together the “Sponsors”), the other parties listed under “Holders” on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party, and each of the Sponsors, a “Holder” and collectively the “Holders”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks
This Securities Assignment Agreement (this “Assignment”), dated as of _________, 2008, is made and entered into by and among Perella Weinberg Partners Acquisition LP, a Delaware limited partnership, and BNYH BPW Holdings LLC, a Delaware limited liability company (the “Sellers”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
BPW ACQUISITION CORP.BPW Acquisition Corp. • January 23rd, 2008 • Blank checks
Form of Rule 10b5-1 Stock Purchase PlanStock Purchase Plan • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks
This Rule 10b5-1 Stock Purchase Plan (this “Purchase Plan”), is entered into on ________, 2008 by and between Citigroup Global Markets Inc. (“Broker”), BPW Acquisition Corp., a Delaware corporation (the “Company”), and [Perella Weinberg Partners Acquisition LP, a Delaware limited partnership] [BNYH BPW Holdings LLC, a Delaware limited liability company] (the “Sponsor” and collectively with the Broker and the Company, the “Parties”).
FORM OF RIGHT OF FIRST REVIEW AGREEMENT FOR BPW ACQUISITION CORP.Underwriting Agreement • January 23rd, 2008 • BPW Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BPW Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
