Chinos Holdings, Inc. c/o TPG Capital, L.P. San Francisco, CA 94104 Ladies and Gentlemen:Equity Transfer Agreement • December 6th, 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
Chinos Holdings, Inc. c/o TPG Capital, L.P. San Francisco, CA 94104 Ladies and Gentlemen:Equity Purchase Agreement • December 6th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
This letter agreement (this “Agreement”) sets forth the commitments of Green Equity Investors V, L.P., a Delaware limited partnership, and Green Equity Investors Side V, L.P. a Delaware limited partnership (collectively, the “Funds” and each a “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of Chinos Holdings, Inc., a newly formed Delaware corporation (“Parent”). 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
Chinos Holdings, Inc. c/o TPG Capital, L.P. San Francisco, CA 94104 Ladies and Gentlemen:Equity Purchase Agreement • December 6th, 2010 • J Crew Group Inc • Retail-apparel & accessory stores • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of TPG Partners VI, L.P., a Delaware limited partnership (the “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of Chinos Holdings, Inc., a newly formed Delaware corporation (“Parent”). 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 have the meaning ascribed thereto in the Merger Agreement.
