MANAGEMENT STOCKHOLDERS’ AGREEMENT by and among Chinos Holdings, Inc., Chinos Intermediate Holdings A, Inc., Chinos Intermediate Holdings B, Inc., Chinos Acquisition Corporation, and the Principal Investors, the MD Investors and Managers Named Herein...Management Stockholders’ Agreement • June 22nd, 2011 • J. Crew Inc. • Retail-apparel & accessory stores • Delaware
hereunder, to the extent that such Person is not already a party to this Agreement as a Manager hereunder, such Person shall execute this Agreement as a Manager hereunder; and
PRINCIPAL INVESTORS STOCKHOLDERS’ AGREEMENT BY AND AMONG CHINOS HOLDINGS, INC., CHINOS INTERMEDIATE HOLDINGS A, INC., CHINOS INTERMEDIATE HOLDINGS B, INC., CHINOS ACQUISITION CORPORATION AND THE STOCKHOLDERS PARTY HERETO DATED AS OF MARCH 7, 2011Principal Investors Stockholders’ • June 22nd, 2011 • J. Crew Inc. • Retail-apparel & accessory stores • Delaware
THIS PRINCIPAL INVESTORS STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 7, 2011, is made by and among:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 22nd, 2011 • J. Crew Inc. • Retail-apparel & accessory stores • New York
This Management Services Agreement (the “Agreement”) is entered into as of March 7, 2011 by and among Chinos Acquisition Corporation, a Delaware corporation (“Merger Sub”), Chinos Intermediate Holdings A, Inc. (“Intermediate”), Chinos Intermediate Holdings B, Inc. (together with Intermediate, “Intermediate Holdings”), Chinos Holdings, Inc., a Delaware corporation (“Parent”, and together with Merger Sub and Intermediate Holdings, the “Companies”), TPG Capital, L.P. (“TPG”) and Leonard Green & Partners, L.P. (“LGP” and, together with TPG the “Managers”).
