SHARE EXCHANGE AGREEMENT by and among AMERICAN LORAIN CORPORATION, as the Parent, SHANGHAI XUNYANG INTERNET TECH CO. LTD. as the Purchaser, TAISHAN MUREN AGRICULTURE CO. LTD., as the Company and SHENZHEN JIAMINGRUI NEW AGRICULTURE CO., LTD., as the...Share Exchange Agreement • September 26th, 2018 • 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 September 25, 2018 by and among (i) American Lorain Corporation, a corporation incorporated in the State of Nevada (the “Parent”), (ii) Shanghai Xunyang Internet Technology Co., Ltd. (the “Purchaser”), a limited liability company registered in the People’s Republic of China, (iii) Taishan Muren Agriculture Co. Ltd., a limited liability company registered in the People’s Republic of China (the “Company”) and (iv) Shenzhen Jiamingrui New Agriculture Co., Ltd., a limited liability company registered in the People’s Republic of China (the “Seller”). The Parent, the Purchaser, the Company and the Seller 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.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 26th, 2018 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 25, 2018 by Shenzhen Jiamingrui New Agriculture Co., Ltd. (“Seller”) and Yongjun Huang, Xi Luo, Ling Sun and Xuemei Li, individuals that are a shareholder of Seller or otherwise serving as officer, director, manager or employee of Seller and serving as a shareholder, director, officer, manager or employee of the Company (as defined below) or any of its Subsidiaries (“Manager” and, together with Seller, the “Subject Parties”), in favor of and for the benefit of American Lorain Corporation, a Nevada corporation (“Parent”), its wholly-owned subsidiary, Shanghai Xunyang Internet Technology Co., Ltd., a company registered in the British Virgin Islands (the “Purchaser”), Taishan Muren Agriculture Co. Ltd., a limited liability company registered in the People’s Republic of China (the “Company”), and each of Parent’s, Purchaser’s and/or the Company’s respective present and fut
LOCK-UP AGREEMENTLock-Up Agreement • September 26th, 2018 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of September 25, 2018 by and among (i) American Lorain Corporation, a Nevada corporation (including any successor entity thereto, the “Company”), 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.
