REGISTRATION RIGHTS AGREEMENT dated as of , 2006 among TPG Partners II, L.P. TPG Parallel II, L.P. TPG Investors II, L.P. TPG 1999 Equity II, L.P. and J. Crew Group, Inc.Registration Rights Agreement • June 22nd, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of , 2006, by and among J. Crew Group, Inc., a Delaware corporation (the “Company”), and each of the following (hereinafter severally referred to as a “TPG Holder” and collectively referred to as the “TPG Holders”): TPG Partners II, L.P., TPG Parallel II, L.P., TPG Investors II, L.P. and TPG 1999 Equity II, L.P.
FORM OF AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 22nd, 2006 • J Crew Group Inc • Retail-apparel & accessory stores • New York
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of June [ ], 2006, by and among J. Crew Group, Inc. (the “Company”), Millard S. Drexler (the “Stockholder”) and each of the following (hereinafter collectively referred to as the “TPG Holders”): TPG Partners II, L.P. “TPG Partners”), TPG Parallel II, L.P., TPG Investors II, L.P. and TPG 1999 Equity II, L.P. is made to that certain STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of January 24, 2003, by and among the Company, the Stockholder and TPG Partners. Capitalized terms used herein and not otherwise defined have the meaning ascribed thereto in the Agreement.
