Board of Directors of the Corporation Uses in Election of Directors Clause

Election of Directors

The undersigned officer of Aeropostale, Inc., a Delaware corporation (hereinafter called the "Corporation"), DOES HEREBY CERTIFY:

Election of Directors. Following the 2014 annual meeting of the stockholders of the Corporation, in any election of directors of the Corporation, the holders of the then-outstanding Series B Preferred, voting separately as a single class to the exclusion of all other classes and series of the Corporation's Capital Stock and with each Share of Series B Preferred entitled to one vote, shall be entitled (i) until the first date on which the number of shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is in the aggregate less than 66.67% of the number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group on the Issuance Date (the "66.67% Threshold") to elect two directors to serve on the Corporation's Board of Directors until each such Person's successor is duly elected by the holders of the then-outstanding Series B Preferred or each such Person is removed from office by the holders of the then-outstanding Series B Preferred, and (ii) if the number of shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is in the aggregate less than the 66.67% Threshold but greater than 33.33% of the aggregate number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group on the Issuance Date (the "33.33% Threshold"), to elect one director to serve on the Corporation's Board of Directors until such Person's successor is duly elected by the holders of the then-outstanding Series B Preferred or such Person is removed from office by the holders of the then-outstanding Series B Preferred; provided, however, that the director or directors elected by the Series B Preferred pursuant to this Section 5(b) shall in all cases be the Series B Preferred Appointee(s) designated by The Sycamore Group (and no other Person). On the first date on which the number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group, is in the aggregate less than the 33.33% Threshold, all Series B Preferred voting rights with respect to the election of directors granted under this Section 5(b) shall terminate. In the event that the holders of the Series B Preferred shall be entitled to elect only one director to serve on the Corporation's Board of Directors pursuant to this Section 5(b), the holders of the then outstanding Series B Preferred shall have the right to designate which of the two Series B Preferred Appointees previously elected by the holders of the outstanding Series B Preferred shall remain as the Series B Preferred Appointee on the Board of Directors of the Corporation. The affirmative vote or consent of the holders of at least a majority of the then-outstanding Series B Preferred, voting separately as a single class to the exclusion of all other classes and series of the Corporation's Capital Stock and with each Share of Series B Preferred entitled to one vote shall be required to elect each Series B Preferred Appointee to the Corporation's Board of Directors. If the holders of the Series B Preferred for any reason fail to elect anyone to fill any such Series B Preferred Appointee, such positions shall remain vacant until such time as the holders of the Series B Preferred elect a Series B Preferred Appointee to fill such position and shall not be filled by resolution or vote of the Corporation's Board of Directors or the Corporation's stockholders.

Election of Directors

CHINA ENERGY RECOVERY, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT:

Election of Directors. Upon the occurrence and during a continuation of an Event of Default (as set forth herein) and subject to provisions of Section 6.7 of the Loan Agreement and Note: (i) the holders of the majority of the shares of the Series B Preferred Stock, voting separately as a class, shall be entitled to elect a majority of the directors to the Board of Directors of the Corporation (the "Series B Preferred Stock Directors"); (ii) the holders of the majority of the shares of the Series B Preferred Stock, voting separately as a class, shall be entitled to establish the size of the Board of Directors, which right will be paramount to any other provision in the Certificate of Incorporation and the by-laws of the Corporation; (iii) the Board of Directors shall not establish any committee, or delegate any of its duties to any committee or group of directors or other persons which does not include at least a majority of the Series B Preferred Stock Directors, unless any one or more of the Series B Preferred Stock Directors is disqualified because of not being "independent" as such term is defined by any one of the Rules and Regulations of the Securities and Exchange Commission or exchange on which any of the securities of the Corporation are listed or admitted for trading; (iv) all decisions made by the Board of Directors with respect to audit functions and compensation issues or all decisions made by any Compensation Committee or Audit Committee (and any other committee established by the Board of Directors for similar purposes) shall be by unanimous vote of all the members thereof; (vi) at any stockholders meeting held for the purpose of electing or removing directors, the presence in person or by proxy of the holders of the majority of the shares of the Series B Preferred Stock then outstanding shall be required to constitute a quorum of the stockholders of the Corporation; (vii) a vacancy in the directorships that are elected by the holders of the Series B Preferred Stock shall be filled only by majority vote or written consent in lieu of a meeting of the shares of the Series B Preferred Stock; and (viii) any member of the Board of Directors elected by the holders of the Series B Preferred Stock (A) may only be removed by the majority vote of the shares of the Series B Preferred Stock voting thereon, and (B) may call a special meeting of the Board of Directors.