“AKKR Investors” has the meaning set forth in the introductory paragraph and any Person who becomes an AKKR Investor pursuant to Section 4(f). Any decision to be made under this Agreement by the AKKR Investors shall be made by the holders of a majority of all votes of all Common Stock held by the AKKR Investors.

“Sharma Investors” has the meaning set forth in the introductory paragraph and any Person who becomes a Sharma Investor pursuant to Section 4(f). Any decision to be made under this Agreement by the Sharma Investors shall be made by the holders of a majority of the votes of all Common Stock held by the Sharma Investors.

“Permitted Holders” means # the Investors and # any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

of the Company and not because it was required or requested to do so by any of the Investors. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and among the Investors.

the adoption of # an investors’ rights agreement as [[Organization B:Organization]] equity of Madewell NewCo held by [[Issuer:Organization]], in the form attached hereto as Exhibit K-11] and # an investors’ rights agreements as [[Organization B:Organization]] equity of J.Crew NewCo held by [[Issuer:Organization]], in the form attached hereto as Exhibit K-22] ((i) and (ii) together, the “Investors’ Rights Agreements”);

Todd Tushla (Investors)

[ ● ] shares of Series G Preferred Stock, of which # [ ● ] shares are being issued at the Initial Closing and immediately thereafter will be issued and outstanding, and will be duly authorized, validly issued, fully paid and nonassessable and will be held of record by the Initial Investors and # [ ● ] shares have been reserved for issuance to the Initial Investors and one or more Additional Investors at the Additional Closings and immediately thereafter will be issued and outstanding, and will be duly authorized, validly issued, fully paid and nonassessable and will be held of record by the Investors.

Commercial Viability. Notwithstanding the foregoing, if any court of competent jurisdiction issues a ruling that, in the sole discretion of the Investors, has the effect of rendering the Claim not commercially viable, then the Investors may terminate their obligations with respect to any unfunded portion of the Capital Amounts and no Investors’ Entitlement shall be payable with respect to such unfunded Capital Amounts.

“Payment Instruction Letter” means an agreement with the Payment Agent, in substantially the form attached as [Exhibit 1] to the Security Agreement, pursuant to which the Payment Agent agrees to accept all Proceeds and remit the Investors’ Entitlement directly to the Investors, which Payment Instruction Letter shall be in a form and substance satisfactory to the Investors in all respects.

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