AGREEMENT AND PLAN OF MERGER Dated as of November 23, 2010 among CHINOS HOLDINGS, INC., CHINOS ACQUISITION CORPORATION and J. CREW GROUP, INC.Merger Agreement • November 26th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 23, 2010 (this “Agreement”), is by and among Chinos Holdings, Inc., a Delaware corporation (“Parent”), Chinos Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and J. Crew Group, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
November 23, 2010 Millard S. Drexler c/o J. Crew Group, Inc. New York, NY 10003Letter Agreement • November 26th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
Reference is made to the Agreement and Plan of Merger, dated November 23, 2010 (as may be amended from time to time, the “Merger Agreement”), by and among J. Crew Group, Inc. (the “Company”), Chinos Holdings, Inc. (“Parent”), and Chinos Acquisition Corporation (“Merger Sub”). Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
