Contributions. As promptly as practicable following receipt by BD Holdco of any BD Distribution, but in any event within 2 business days following receipt thereof, BD Holdco shall contribute, and IPCo shall accept, a cash payment (each such payment and any proceeds therefrom, a “Contribution,” and collectively, the “Contributions”) in an amount equal to 100% of such BD Distribution. A Contribution shall be made each and every time that BD Holdco receives a BD Distribution. Each Contribution shall be paid by wire transfer of immediately available funds or other means approved, and in accordance with any instructions given, from time to time by IPCo. In connection with each Contribution, there shall be a reverse stock split of [J.Crew Newco] nonvoting stock held by current or former employees of [J.Crew Newco] to reflect that Contribution.

Capital Contributions of the Managing Member. The Capital Contributions by the Managing Member pursuant to Sections 7.5.C and 7.5.D will be deemed to equal the cash contributed by the Managing Member plus, # in the case of cash contributions funded by an offering of any equity interests in or other securities of the Managing Member Entity, the offering costs attributable to the cash contributed to the Company to the extent not reimbursed pursuant to Section 7.4.C and # in the case of Membership Units issued pursuant to Section 7.5.C, an amount equal to the difference between the Value of the Shares sold pursuant to the Equity Incentive Plan and the net proceeds of such sale.

Limitations of Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

"CAPITAL Savings Contributions Account," as defined in the KM Plan, means the monies held in that account which are transferred to the Plan. The CAPITAL Savings Contributions Account represents after-tax contributions (nondeductible contributions) for all purposes.

Section # Initial Capital Contributions. As permitted by Section 18-301(d) of the Delaware Act, to the extent that any Member has made any Capital Contributions prior to the Effective Date, all such Capital Contributions are reflected on the books and records of the Company and the Capital Accounts of such Member.

ARTICLE # CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS 16

Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of 1 percent up to a maximum of 15 percent of such employee’s Compensation for each pay period; provided, however, that if payroll deductions are not permitted or problematic under applicable law or for administrative reasons, the Company, in its discretion, may allow eligible employees to contribute to the Plan by other means. The Company will maintain book accounts showing the amount of payroll deductions or other contributions made by each Participant for each Offering. No interest will accrue or be paid on payroll deductions or other contributions, unless required under applicable law.

Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of one percent up to a maximum of 15 percent of such employee’s Compensation for each pay period. The Company will maintain book accounts showing the amount of payroll deductions made by each Participant for each Offering. No interest will accrue or be paid on payroll deductions.

. Each Participating Company will contribute to the Plan, on behalf of each Active Participant employed by such Participating Company and for each regular payroll period and for each other payment of Compensation for which such Active Participant has a Before-Tax Deferral Election in effect with such Participating Company, a Before-Tax Contribution in an amount equal to the amount by which such Active Participant’s Compensation has been reduced for such period pursuant to his or her Before-Tax Deferral Election.

. For each Active Participant who is either # not a Collectively Bargained Participant, or # is a Collectively Bargained Participant covered by an Exhibit providing Matching Contributions for a Plan Year that are intended to satisfy the safe-harbor requirements under Code [Section 401(m)(11)] and Code [Section 401(k)(12)], on whose behalf a Participating Company has made any Participant Contributions for such Plan Year, such Participating Company will make a Matching Contribution equal to either: