SHARE EXCHANGE AGREEMENT by and among AMERICAN LORAIN CORPORATION, as the Purchaser, SHENGRONG ENVIRONMENTAL PROTECTION HOLDING COMPANY LIMITED, as the Company and THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN, as the Sellers Dated as of December 22, 2016Share Exchange Agreement • December 29th, 2016 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of December 22, 2016 by and among (i) American Lorain Corporation, a corporation incorporated in the State of Nevada (the “Purchaser”), (ii) Shengrong Environmental Protection Holding Company Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Company”) and (iii) each of the shareholders of the Company named on Annex I hereto (collectively, the “Sellers”). The Purchaser, the Company and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms, unless otherwise defined, shall have the meanings ascribed to such terms in Article XII hereof.
LOCK-UP AGREEMENTLock-Up Agreement • December 29th, 2016 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [ ] by and among (i) American Lorain Corporation, a Nevada corporation (including any successor entity thereto, the “Purchaser”), and (ii) each of the persons listed on the signature page hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
