Chinos Holdings, Inc. c/o TPG Capital, L.P. San Francisco, CA 94104 Ladies and Gentlemen:Equity Transfer Agreement • November 26th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Equity Providers”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the number of shares of Company Common Stock described in Section 1 below to Chinos Holdings, Inc., a Delaware corporation (“Parent”) in exchange for the equity of Parent described in Section 1 below. It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among J. Crew Group, Inc. (the “Company”), Parent and Chinos Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Each capitalized term used and not defined herein shall h
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • November 26th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
This interim investors agreement (this “Agreement”), dated November 23, 2010, is by and among TPG Capital, L.P. (“TPG”), Millard S. Drexler (“Stockholder”) and The Drexler Family Revocable Trust, The Millard S. Drexler 2009 Grantor Retained Annuity Trust #1, and The Millard S. Drexler 2009 Grantor Retained Annuity Trust #2 (collectively with Stockholder, the “Stockholder Parties”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in Section 9.
