FORM OF RIGHT OF FIRST REVIEW AGREEMENT FOR BPW ACQUISITION CORP.

FORM OF RIGHT OF FIRST REVIEW AGREEMENT FOR

BPW ACQUISITION CORP.

________________, 2008

BPW Acquisition Corp.

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Re: Initial Public Offering of BPW Acquisition Corp.

Ladies and Gentlemen:

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.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

1. From the effective date of the Registration Statement on Form S-1 (File No. 333-147439) filed by the Company in connection with the IPO (the “Registration Statement”) until the earlier of (i) the consummation of an Initial Business Combination or (ii) 24 months from the effective date of the Registration Statement in the event that the Company has not consummated an Initial Business Combination (or up to 30 months from the effective date of the Registration Statement, upon stockholder approval of an amendment to the Company’s amended and restated certificate of incorporation to provide for an extension of the period within which the Company must consummate its Initial Business Combination, in the event the Company has entered into a definitive agreement for, but has not yet consummated, an Initial Business Combination) (the “Right of First Review Period”), [include for BNYH only: the Company shall have the right of first review (the “Right of First Review”) with respect to any business combination opportunity in the financial services and business services industries with a fair market value of at least $300 million of the undersigned and of the companies or other entities which the undersigned manages or controls. During the Right of First Review Period, the undersigned (a) will first offer, and will cause such companies or other entities under its management or control to first offer (subject to any pre-existing fiduciary obligations the undersigned may have), any such business combination opportunity to the Company and (b) will not, and will cause each company or other entity under its management or control not to, pursue such business combination opportunity unless and until the independent directors of the Company’s board of directors has determined for any reason that the Company will not pursue such opportunity.] [include for PWP only: the undersigned shall not pursue for its own account as principal without first offering to the Company (the “Right of First Review”) any business combination opportunity in the financial services and business services industries with a fair market value of at least $300 million. During the Right of First Review Period, the undersigned (a) will first offer any such business combination opportunity to the Company and (b) will not

 

 

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pursue such business combination opportunity unless and until the independent directors of the Company’s board of directors has determined for any reason that the Company will not pursue such opportunity.]

2. The undersigned has the full right, power and authority, without violating any agreement by which it is bound, to enter into this letter agreement.

3. As used herein, (i) “Initial Business Combination” shall mean the acquisition through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, of one or more businesses or assets in connection with which the Company will require that a majority of the shares of Common Stock voted by the Public Stockholders are voted in favor of such acquisition and Public Stockholders owning less than 35% of the IPO Shares, on a cumulative basis, including the IPO Shares as to which conversion rights were exercised in connection with the stockholder vote, if any, to approve an amendment to the Company’s amended and restated certificate of incorporation to provide for an extension of the period of time within which the Company must consummate its Initial Business Combination, exercise their conversion rights; (ii) “IPO Shares” shall mean the shares of Common Stock underlying the Units issued in the IPO; and (iii) “Public Stockholders” shall mean purchasers of Common Stock in the IPO or in the secondary market, including any of the Company’s officers or directors or their affiliates, including the undersigned, to the extent that they purchase or acquire Common Stock in the IPO or the secondary market.

4. Nothing in this letter agreement shall be interpreted to restrict the undersigned in the scope of its business or in the performance of any services (whether now offered or undertaken in the future) even if its activities could give rise to conflicts of interest which would be subject to the Right of First Review; provided that such business or performance of services are not in violation of the Right of First Review.

5. The undersigned acknowledges and understands that the Company and the Underwriters will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor or vendor of the Company with respect to the subject matter hereof.

6. This letter agreement shall be binding on the undersigned and its successors and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of an Initial Business Combination and (ii) 24 months from the effective date of the Registration Statement (or up to 30 months from the effective date of the Registration Statement, upon stockholder approval of an amendment to the Company’s amended and restated certificate of incorporation to provide for an extension of the period within which the Company must consummate its Initial Business Combination, in the event the Company has entered into a definitive agreement for, but has not yet consummated, an Initial Business Combination); provided that such termination shall not relieve the undersigned from liability for any breach of this letter agreement prior to its termination.

7. This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

8. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the party against whom such amendment, change, waiver, alteration or modification is to be enforced.

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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.

 

 

 

 

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