0001204459-10-002190 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 13th, 2010 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 9, 2010, between American Lorain Corporation, a Nevada corporation (the “Company”), Mr. Si Chen, an individual, and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 13th, 2010 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York

This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers party thereto (the "Purchase Agreement").

MAKE GOOD ESCROW AGREEMENT
Make Good Escrow Agreement • September 13th, 2010 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York

This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of September 9, 2010, is entered into by and among American Lorain Corporation, a Nevada corporation (the "Company"), the Purchasers party to the Securities Purchase Agreement (each, a “Purchaser” and collectively, the "Purchasers"), Mr. Chen Si (the "Make Good Pledgor"), and Collateral Agents, LLC, as escrow agent ("Escrow Agent").

STOCKHOLDER AGREEMENT
Stockholder Agreement • September 13th, 2010 • American Lorain CORP • Canned, frozen & preservd fruit, veg & food specialties • New York

STOCKHOLDER AGREEMENT, dated as of September 9, 2010 (this “Agreement”), by and among American Lorain Corporation, a Nevada corporation with its principal place of business at Beihuan Road, Junan County, Shandong, China 276600 (the “Corporation”), Si Chen (the “Stockholder”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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