Ownership of Common Units. Immediately following Closing, DM Holdings II, the General Partner and their respective Affiliates will own 17,434,239 Common Units.

Delivery of Common Units. Subject to Section 9.3, the Partnership shall deliver to the Grantee the applicable number of vested Common Units in book-entry form, free of all restrictions hereunder, on # the date of vesting of the restricted Common Units pursuant to Sections 4.3, 5.1 or 5.22], or # on the day following the date of vesting of the restricted Common Units pursuant to Sections 5.3 or 5.4.

Validly Issued Restructuring Common Units. The Restructuring Common Units to be issued pursuant to Article II have been duly authorized for issuance and sale to DM Holdings II and are validly issued and fully paid (to the extent required under the Revised CAPL Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act).

No Transfer of Common Units. The Member shall not sell, assign, transfer, pledge, hypothecate, convey, gift, exchange or otherwise dispose of any or all of its Common Units.

Effect on SPV Common Units. At the Effective Time, each SPV Common Unit issued and outstanding immediately prior [[Organization B:Organization]] Effective Time shall remain outstanding. Immediately following the Effective Time, all equity of [[Issuer:Organization]] owned by Chinos Surviving Corporation or the J.Crew Surviving Corporation shall be surrendered to [[Issuer:Organization]] without payment therefor.

Further Rights in Common Units. The Merger Consideration issued or paid upon conversion of a Common Unit in accordance with the terms hereof (including any cash paid pursuant to Section 3.2 or [Section 3.3(c)]) shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such Common Unit.

Conversion of LTIP Units into Common Units; Redemption. LTIP Units shall automatically convert into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to [Section 1.7], on the later to occur of # the date on which such LTIP Units become Vested LTIP Units and # the date on which the Book-Up Target for such LTIP Units becomes zero (the “LTIP Unit Conversion Date”). Any such conversion shall occur automatically after the close of business on the applicable LTIP Unit Conversion Date without any action on the part of such holder of LTIP Units, as of which time such holder of LTIP Units shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Common Units issuable upon such conversion and, notwithstanding the holding period set forth in [Section 8.5A] of the Agreement (but subject to any limitations set forth in any applicable Vesting Agreement), such Common Units shall be immediately entitled to the Redemption Right as of such date.

Units Settled in Common Shares Only. Notwithstanding anything to the contrary in the Plan, the Stock Units awarded to you hereunder shall be paid in shares only and do not provide any right to receive a cash payment.

Units. (a) The aggregate number of Units that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 32,500 Units (subject to any increase or decrease pursuant to [Section 4.2]) (the “Unit Reserve”), all of which may be either authorized and unissued Units or Units held in or acquired for the treasury of the Company or both.

[●] Common Units (“Common Units”).