Sycamore Partners, L.P. Watch

from SC 13D/A 4 pages Investment Funds Managed by Sycamore Partners Management, L.L.C. (“Sycamore”) Have Engaged in Discussions With the Talbots, Inc. (Together With Its Subsidiaries, the “Company”) Regarding the Proposed Acquisition (The “Transaction”) by One or More Entities Controlled by Sycamore of 100% of the Issued and Outstanding Capital Stock of the Company. in Consideration of the Effort and Expenditures of Sycamore in Connection With Continuing Such Discussions With Respect to a Potential Transaction, the Undersigned Hereby Agree as Follows: 1. for a Period (The “Exclusivity Period”) Beginning on the Date of This Letter Agreement and Ending on the First to Occur Of: (I) the Execution of a Definitive Agreement Between Sycamore and the Company With Respect to a Transaction; (II) Receipt by the Company of Written Notice From Sycamore Advising the Company That Sycamore Is No Longer Actively Pursuing the Transaction; and (III) 5:00 P.M. (New York City Time) on May 15, 2012,