0001140361-14-023241 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 28th, 2014 • Aeropostale Inc • Retail-apparel & accessory stores • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made between Aero Investors LLC, a Delaware limited liability company (in such capacity, the “Agent”), with offices c/o Sycamore Partners at 9 West 57th Street, 31st Floor, New York, New York 10019, as agent for the ratable benefit of the “Lenders” who are, at present, those financial institutions identified on the signature pages of this Agreement or who otherwise become “Lenders” pursuant to the terms of this Agreement from time to time, the Lenders party hereto, and Aeropostale, Inc. (hereinafter, the “Borrower”), a Delaware corporation with its principal executive offices at 112 West 34th Street, New York, New York 10120.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 28th, 2014 • Aeropostale Inc • Retail-apparel & accessory stores • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of May 23, 2014, by and between Aero Investors LLC, a Delaware limited liability company (“Investor”), and Aéropostale, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 5M hereof.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 28th, 2014 • Aeropostale Inc • Retail-apparel & accessory stores • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 23, 2014, by and between Aero Investors LLC, a Delaware limited liability company (“Investor”), and Aéropostale, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 4M hereof.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS
Loan and Security Agreement • May 28th, 2014 • Aeropostale Inc • Retail-apparel & accessory stores • New York

This Second Amendment to Third Amended and Restated Loan and Security Agreement and Amendment to Certain Other Loan Documents (this “Amendment”) is made as of May 23, 2014 by and among:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 28th, 2014 • Aeropostale Inc • Retail-apparel & accessory stores • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 23, 2014, by and between Aéropostale, Inc., a Delaware corporation (the “Company”), and Aero Investors LLC, a Delaware limited liability company (“Investor”).

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