ContractUnderwriting Agreement • February 2nd, 2007 • TPG Advisors Ii Inc • Retail-apparel & accessory stores • New York
Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”), of J. Crew Group, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,312,589 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
