UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) (February 7, 2014)

AMERICAN LORAIN CORPORATION
(Exact Name of Registrant as Specified in Charter)

Nevada 001-34449 87-0430320
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation)   identification no.)

Beihuan Road Junan County
Shandong, China 276600
(Address of Principal Executive Offices) (Zip Code)

(86) 539-7317959
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


Item 1.01 Entry into a Material Definitive Agreement.

On February 7, 2014, American Lorain Corporation (the "Company"), through its indirect wholly owned subsidiary, Junan Hongrun Foodstuff Co., Ltd. (“Junan Hongrun”) entered into a Share Purchase Agreement with Intiraimi, a limited liability company organized under the laws of France (the "Intiraimi Purchase Agreement"). Pursuant to the terms of the Intiraimi Purchase Agreement, Junan Hongrun agreed to acquire from Intiraimi 10,000 shares of Athena, a limited liability company organized under the laws of France (“Athena”), or 40% of the share capital of Athena, for an aggregate purchase price of €1,500,000 (or approximately US$2,032,050) of which (i) €1,000,000 (or approximately US$1,354,700) will be payable within 20 days of the execution of the Intiraimi Purchase Agreement, and (ii) the remaining €500,000 (or approximately US$677,350) (“Deferred Payment”) will be payable on February 7, 2015 if certain conditions are met. The Intiraimi Purchase Agreement also contains customary non-competition and non-solicitation clause for Intiraimi and Pedro Quintana, Intiraimi’s President.

On February 7, 2014, Junan Hongrun also entered into a Reiterative Share Purchase Agreement with Biobranco II, a company organized under Portuguese law (the " Biobranco Purchase Agreement"). Pursuant to the terms of the Biobranco Purchase Agreement, Junan Hongrun will acquire from Biobranco 2,750 shares of Athena, or 11% of the share capital of Athena, for an aggregate purchase price of €495,000 (or approximately US$670,600), payable within 20 days of the execution of the Biobranco Purchase Agreement.

Upon closing of the two transactions, the Company, through Junan Hongrun, will own 51% of the share capital of Athena. Junan Hongrun agreed to pledge 12,750 shares, or 51% share capital, of Athena acquired in the above transactions to Intiraimi to guarantee the Deferred Payment.

In connection with the acquisition of a 51% controlling interest in Athena, on February 7, 2014, Junan Hongrun entered into a Shareholders’ Agreement (the “Shareholder Agreement”) with Athena and each of the other shareholders of Athena (“Current Shareholders”), which defines the rights of the Junan Hongrun and the Current Shareholders, and their respective undertaking as it relates to Athena, including, but not limited to:

  • The settlement of certain claims the Current Shareholders have against Athena through the assignment of certain claims Athena, through its wholly owned subsidiary, Conserverie Minerve, has against Branco Group Companies for the benefit of the Current Shareholders;

  • The handling of the commitment to install a Nunziata 4 burner chestnut shelling machine at the Cacovin facility, a company indirectly owned by Athena;

  • The Junan Hongrun’s right to appoint Chief Executive Officer for Athena and its subsidiaries;

  • The Junan Hongrun’s right, with the prior consent of the Current Shareholders, to appoint general manager for Athena and its subsidiaries;

  • Protective provisions granted to Current Shareholders;

  • Information rights;

  • Certain restrictions on transfer of Athena’s shares;

  • Rights of pre-emption in connection with assignment; and

  • Granting the Company a call option right to purchase 2,250 of the shares of Athena (or 9% of the share capital of Athena) for a purchase price of €900,000 (or approximately US$1,219,230), subject to downward adjustment to €405,000 (or approximately US$548,654) if the Current Shareholders failed to fulfill certain obligations under the Shareholder Agreement. The call option is exercisable within six (6) months after February 7, 2015.

The Shareholder Agreement expires ten (10) years from the date Junan Hongrun pays the initial purchase price under the Intiraimi Purchase Agreement and the purchase price under the Biobranco Purchase Agreement.

Athena is a holding company which holds all of the capital and the voting shares of Conserverie Minerve (“Minerve”, or the “Main Subsidiary”), a company organized under French law. Minerve specializes in the processing and sale of chestnut and prepared foods products in the Europe. Minerve operates its businesses through the following, direct and indirect, wholly owned subsidiaries:


  • Sojafrais, a company under French law;

  • SCI SIAM, a real estate company under French law;

  • SCI GIU LONG, a real estate company under French law; and

  • CACOVIN, a company under Portuguese law.

There are no family relations or other relationships between the Company and Athena or its subsidiaries.

The summaries of the agreements described above do not purport to be complete and are qualified in their entirety by reference to the full text of these documents, which are attached hereto as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the press release announcing the transaction is filed as Exhibit 99.1.

Item 9.01 Financial Statements And Exhibits

(b) Exhibits

10.5

Share Purchase Agreement dated February 7, 2014 by and between Junan Hongrun Foodstuff Co., Ltd. and Intiraimi.

   
10.6

Reiterative Share Purchase Agreement dated February 7, 2014 by and between Junan Hongrun Foodstuff Co., Ltd. and Biobranco II.

   
10.7

Shareholders’ Agreement dated February 7, 2014 by and among Junan Hongrun Foodstuff Co., Ltd., Athena, and the other shareholders of Athena.

   
99.1

Press Release of American Lorain Corporation dated February 13, 2014



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  American Lorain Corporation
   
  By: /s/ Chen Si                                                     
         Name: Chen Si
         Title: Chief Executive Officer
   
Date: February 13, 2014  



Exhibit 10.5


SHARE PURCHASE AGREEMENT
 

BY AND BETWEEN:

INTIRAIMI,
A limited liability company organized under the laws of France (“ société à responsabilité limitée ”),
with share capital of 3.200.000,00 euros,
having its registered office at 40, Boulevard de la Tour d’Auvergne 35000 RENNES (FRANCE),
registered under number 523036788 (RCS Rennes),
represented by Pedro QUINTANA, President, duly authorized to act hereunder

(Hereinafter referred to as “Seller”)

ON THE ONE HAND,

AND

JUNAN HONGRUN FOODSTUFF CO., LTD
A limited liability company organized under the laws of CHINA,
having its registered office at Towera, Cofco Plaza, Guanfang Village, Shizilu Town, Junan County, Shangong China,
represented by [-], duly authorized to act hereunder

(Hereinafter referred to as “AMERICAN LORAIN” or as “Purchaser”)

ON THE OTHER HAND

(The Seller and the Purchaser being hereinafter individually referred to as a “Party” and collectively as the “Parties”).


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IN THE PRESENCE OF:

ATHENA
a limited liability company organized under the laws of France (“ société par actions simplifiée ”)
with a share capital of 25.000,00 euros
having its registered office at Chemin de Kerlebert 56530 Queven (FRANCE)
registered under number 522427426 (RCS Lorient),
duly represented by Nuno BRANCO, General Manager, duly authorized to act hereunder.

(Hereinafter referred to as “ATHENA” or as the “Company”)


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RECITALS

A.

Whereas, the share capital of the Company, of an amount of 25,000.00 euros divided into 25,000 shares of 1 euro each, is allocated as follows:


BIOBRANCO II 9,000 shares, i.e 36 %
Alcides BRANCO 3,000 shares, i.e. 12 %
Nuno BRANCO 3,000 shares, i.e. 12 %
INTIRAIMI 10,000 shares, i.e. 40 %
 
TOTAL 25,000 shares i.e. 100%

Whereas the shares owned by the Seller (i.e. 10,000 shares or 40% of the shares of the Company) are hereinafter collectively referred to as the “Shares”.

B.

Whereas, the Company is a company whose principal activity is to acquire shares in companies or businesses. As such, the Company holds the entire capital and the voting rights of Conserverie Minerve, a company under French law, with registered offices at Chemin de Kerlebert 56530 Queven (FRANCE), (hereafter referred to as the “Main Subsidiary”) and specialised in the processing and sale of chestnut, prepared foods products.

   
C.

The Main Subsidiary itself owns the entire capital and the voting rights of the following companies (hereafter the “Other Subsidiaries”):

it being specified that the Company, the Main Subsidiary and the Other Subsidiaries are collectively referred to as the “Minerva Group”.

D .

Whereas, the Purchaser is engaged in the main business of chestnut, prepared food, frozen and canned products processing and sales.

   
E .

Whereas, the Seller wishes to sell and transfer to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Shares upon the terms and subject to the conditions set forth herein.



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NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:

ARTICLE 1: DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

Agreement means this Share Purchase Agreement and any and all Schedules hereto, as may be amended or supplemented from time to time in accordance with the terms hereof.

“Applicable Law” means, with respect to any person or any property or asset, all laws, statutes, ordinances, codes, rules, regulations, decrees, orders, rulings, writs, injunctions, judgments, awards or standards of any Governmental Authority applicable to or binding on such Person (or its properties or assets) or to such property or asset from time to time .

“Article” refers to an article of this Agreement unless the context requires otherwise.

Business ” means the business of Minerva Group at the Closing Date, i.e. the processing and sale of chestnut, prepared food products.

Closing Date” means the date of the Agreement .

“Contracts” means any written agreement, or contract or other contractual obligation.

“Encumbrance” means any security interest, hypothec, pledge, mortgage, lien, charge, adverse claim of ownership or use transfer restriction, easement, option right, or other encumbrance of any kind.

“Shares” has the meaning set forth in paragraph A of the preamble.

“Tax” or “Taxes” means Any French taxes and more generally any French mandatory levies (including their principal amount and, as the case may be, any type of penalties, surcharges and interest thereon) whatever their legal characterization and beneficiary may be. Taxes include, without limitation, (i) corporate income taxes, additional contributions, distribution taxes (e.g. précompte), withholding taxes, Value Added Tax (V.A.T.), excise taxes, property taxes, business taxes, custom duties, transfer and contribution taxes, stamp duty, registration taxes, penalties and any taxes based on salaries, (ii) any duty (redevance) paid in consideration for a service provided to any Company, tax-assimilated levies (taxes parafiscales).

“Transaction Documents” means (i) this Agreement, and (ii) any other documents delivered by any Party hereto at or prior to the Closing pursuant to or in furtherance of the transactions contemplated by this Agreement (including, in each case, any and all exhibits, schedules and attachments to any such documents and any other documents executed or delivered in connection therewith) in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.


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ARTICLE 2: PURCHASE AND SALE

Upon the terms and subject to the conditions set forth in this Agreement, the Seller sells and transfers to the Purchaser, on the Closing Date, the Shares (i.e 10.000 shares of the Company) and the Purchaser purchases and receives from the Seller the Shares, on the Closing Date.

The Shares represent on the Closing Date 40% of the share capital of the Company.

The Purchaser is the owner of the Shares at the Closing Date, free and clear of all Encumbrances, and is, from the Closing Date, alone entitled to any share in the profits, reserves, capital gains or assets, and in general, to any distribution whatsoever that will be made in relation to the Shares.

ARTICLE 3: PURCHASE PRICE OF THE SHARES

3.1   Purchase Price

The price for the Shares (the “Price”) consists of an amount of ONE MILLION AND FIVE HUNDRED THOUSAND EUROS (€ 1,500,000) euros to be paid by the Purchaser to the Seller under the payment terms as hereinafter defined.

3.2   Payment Terms

The Price shall be paid (i) no later than twenty (20) days from the Closing Datr (3.2.1) and, (ii) with a differed payment (3.2.2), as described beneath.

3.2.1   Payment at Closing Date

No later than twenty (20) days from the Closing Date, the Purchaser pays to the Seller an amount of ONE MILLION EUROS (€ 1,000,000), (the “Initial Payment”).

The Initial Payment and any other amounts due under this Agreement shall be in Euro paid by the party owing such amount by way of bank account transfer of immediately available funds to Adrien Jelic (the “Escrow Agent”) on his escrow account (“ Compte CARPA ”), with the mission to pay the Price to the Seller.

The references required for the funds transfer onto the Escrow Agent’s Compte CARPA are as follows:


 


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The Parties authorize the Escrow Agent to release the Payment to the Seller immediately after receiving the Price on his escrow account.

3.2.2   Deferred Payment

(a) Another payment of FIVE HUNDRED THOUSAND EUROS (€ 500,000) (the “Deferred Payment”) shall be made to the Seller at the end of a one-year period from the Closing Date (The “Deferred Payment Date”), as follows.

The Deferred Payment shall be subject to the following conditions:

- the Seller shall do its best efforts (i.e the Seller has not a result obligation) to maintain all the current trade and business relations;

- the Seller shall do its best efforts (i.e the Seller has not a result obligation) to allow the change in the governance of the Company and notably, by ensuring the support of the employees of the Company;

- Pedro QUINTANA shall comply with his consultant contract with the Company;

- Pedro QUINTANA shall comply with his non-competition, non-solicitation and non-poaching obligations ;

- absence of any material breach of any provision of this Agreement.

Should one of these conditions fail on the Deferred Payment Date, provided that the breach of such conditions is not due to the acts of a third party, the Deferred Payment will not be paid to the Seller. In such case, the Price will be irrevocably reduced to ONE MILLION EUROS (€ 1,000,000).

(b) If the Seller or the Purchaser in good faith disagrees regarding the obligation to pay the Deferred Payment, then such Party shall notify to the other one in writing (the “Dispute Notice”) such disagreement within fifteen (15) business days after the Deferred Payment Date.

Each Dispute Notice shall set forth in reasonable detail each disputed item and the basis for the disagreement. If a Dispute Notice is timely delivered within such fifteen (15) business days period, the Purchaser and the Seller shall negotiate in good faith to resolve each dispute raised therein (each, a “DP Objection”). Any such resolution shall be evidenced in writing and executed by an authorized representative of the Purchaser and the Seller. If the Purchaser and the Seller are unable to resolve any DP Objections within ten (10) days after delivery of such Dispute Notice, the litigation will be carried in front of the Commercial court mentioned in section 7.10.


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3.2.3   Deferred Payment Guarantee

In order to guarantee the payment of the Deferred Payment the Purchaser has to provide at the Initial Payment date to the Seller a pledge on 12,750 shares of the Company to the benefit of the Seller. The Guarantee must remain valid until the Deferred Payment Date, or in case DP Objection until a definitive statement of court of law (i.e a statement without remedy at law) occur.

ARTICLE 4: CLOSING DELIVERIES

4.1   At the date of this Agreement, the Seller delivers to the Purchaser :

  (i)

duly executed share transfer orders (“ ordres de mouvements ”) for all of the Shares providing for the transfer of the full ownership of any and all the Shares to the Purchaser;

     
  (ii)

declaration forms relating to the transfer of the Shares (“ Déclarations CERFA ”) for tax purposes;

     
  (iii)

the share transfer register (“ registre de mouvements de titres ”) and the shareholders’ accounts (“ comptes d’actionnaires ”) of the Company; in each case, reflecting the transfer of the Shares made pursuant to the share transfer forms referred to in (ii) above;

     
  (iv)

certified copy of the duly adopted resolutions of the shareholders of the Company, approving (“ agrément ”) the transfer of the Shares to the Purchaser;

     
  (v)

Pedro QUINTANA’s resignation, on the Closing Date, from his officer mandate in Minerva Group companies ;

     
  (vi)

Pedro QUINTANA’s resignation, on the Closing Date, from his labour contract in the Company ;

4.2   At the date of this Agreement, the Purchaser delivers to the Seller the Initial Payment by way of Bank cheque or wire transfer of immediately available funds.

ARTICLE 5: NON-COMPETITION, NON-SOLICITATION

5.1   Non-competition clause

For a period of two (2) years from its departure from the Company, for whatever reason, and in consideration of the amounts received, directly or indirectly, in connection with this transaction, the Seller and Mr. Pedro QUINTANA (acting directly or indirectly), undertake to, in France and European Union:


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  (i)

refrain from directly or indirectly carrying on any activity in competition with the Business as it will be at the date of their departure and as it will be contemplated at that date (the “ Protected Activities ”);

     
  (ii)

refrain from performing any function, paid or unpaid, for or on behalf of any company carrying on any of the Protected Activities;

     
  (iii)

refrain from holding an interest in the capital of a company carrying on any of the Protected Activities, except as a financial investment not exceeding five per cent (5%) of the share capital or voting rights of the company.

5.2   Non-solicitation clause

For a period of two (2) years from its departure from the Company, for whatever reason, and in consideration of the amounts received in connection with this transaction, directly or indirectly, the Seller and Mr. Pedro QUINTANA (acting directly or indirectly), undertake to refrain from inducing employees to leave the Minerva Group, refrain to solicit Minerva Group’s customers and suppliers in relation with the Protected Activities without Purchaser’s authorisation.

ARTICLE 6: REPRESENTATION AND WARRANTIES

The Seller hereby warrants and represents:

(i) Organisation and Standing

The Seller is a shareholder and record owner of the issued and outstanding shares of the capital of the Company, which is a company duly organized, validly existing and in good standing under the laws of France and has the corporate power and authority to carry on its business as it is now being conducted.

(ii) Restrictions on Shares

The Seller is not a party to any agreement, written or oral, creating rights in respect to the Company’s shares in any third person or relating to the voting of the Company’s shares.

The Seller is the lawful owner of the shares, free and clear of all security interests, liens, Encumbrances, equities and other charges.

There are no existing warrants, options, stocks purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the share, nor are there any securities convertible into such share.

(iii) Financial statement and additional warranties

The Purchaser agrees to buy the Shares without any declaration and warranties on the financial statements of Minerva Group companies.


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The financial statements of Minerva Group companies are attached to the present Agreement for information use only.

The Seller does not guarantee that such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of the Minerva Group companies at the respective dates of and for the periods referred to in such financial statements, in accordance with the French applicable accounting principles.

The Purchaser acknowledges that there are significant transactions between affiliated companies which remain unpaid at the signing of the Closing Date.

The Purchaser acknowledges that he has been informed that the auditors of the Company and the company Conserverie Minerve have refused to certify the accounts of the Company and the company Conserverie Minerve and that the company Conserverie Minerve is currently under alert procedure (“ procedure d’alerte ”), a procedure initiated on the request of the auditors because of the cash position of the company Conserverie Minerve.

(iv) Representations and Warranties of the Seller and Purchaser

The Seller and Purchaser hereby represent and warrant that there has been no act or omission by the Seller and Purchaser which would give rise to any valid claim against any of the Parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.

(v) Purchaser acknowledgment

Except the declaration and warranties provided by the Seller in section (i), (ii) and (iv) herein, the Seller makes any representation or warranty with respect to the Transaction Documents or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby is intended or shall be construed to be a representation or warranty (express or implied) of the Seller or any of their respective affiliates, for any purpose of this Agreement, the Transaction Documents or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby, with respect to the future profitability of the Minerva Group Business or the adequacy or sufficiency of asset, liability or equity amount.

Furthermore, the Purchaser acknowledges and agrees that no fact, condition, development or issue relating to the adequacy or sufficiency of the declaration and warranties provided by the Seller in section (i), (ii) and (iv) herein may be used, directly or indirectly, to demonstrate or support the breach of any representation, warranty, covenant or agreement contained in this Agreement, the Transaction Document or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby and thereby.

The Purchaser recognizes that the price has been accepted by the Seller in consideration of such acknowledgment.


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ARTICLE 7: WAIVER AN RELEAVE OF ALL CLAIMS

The Seller hereby acknowledges and declares that he has no cause for complaint against and therefore, as necessary, waives any or all claims or suits against:

More generally, the Seller hereby acknowledges and declares that he shall waive to bring any action in any jurisdiction whatsoever against the Purchaser, the Other Shareholders of the Company or the Company, the Main Subsidiary or the Other Subsidiaries.

ARTICLE 8: GENERAL PROVISIONS

8.1   Waivers and Amendments

This Agreement may be amended or modified, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties hereto or, in the case of a waiver, by the Party waiving compliance.

No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege hereunder, nor any single or partial exercise of any other right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

8.2   Confidentiality - Public Announcements

Unless otherwise required by Applicable Law or necessary for a Party to enforce its rights, each of the Parties, its respective Affiliates, advisors and representatives shall not disclose or permit the disclosure of any of the terms or conditions of this Agreement to any third party without the other party’s prior written consent. Notwithstanding the foregoing, if any such disclosure is so required, the disclosing Party shall consult, to the extent practicable, in advance with the other party concerning the reasons for and content of such disclosure.

Unless otherwise required by Applicable Law or the rules of the New York Stock Exchange, no Party to this Agreement shall make any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party.


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8.3   Assignment

Neither this Agreement nor any of the rights and obligations of the Parties hereunder may be assigned by either of the Parties hereto without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns and no other person shall have any right, obligation or benefit hereunder.

8.4   Entire Agreement

This Agreement (including the Schedules) constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings between the Parties, both written and oral, except as otherwise expressly provided herein.

8.5   No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6   Expenses

All costs and expenses, including, without limitation, fees and disbursements of counsel, intermediary, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

The registration Taxes (“ droits d’enregistrement ”) due for the execution of this Agreement and the Share transfer forms shall be borne exclusively by the Purchaser.

8.7   Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy, by telegram or by registered or certified mail (postage prepaid, return receipt requested) to the perspective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Article 10.8):

(a) If to Seller, to: INTIRAIMI
40, boulevard de la Tour d’Auvergne 35000 RENNES

With copies to: Helouet Salvignol & Associés
Attention: Pierre-Eric SALVIGNOL
Telecopy: 02 99 78 27 85]
Telephone: 02 99 78 80 12


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(b) If to Purchaser, to: JUNAN HONGRUN FOODSTUFF CO., LTD
Towera, Cofco Plaza, Guanfang Village, Shizilu Town, Junan County, Shangong China,

With copies to: BVK Avocats Associés
Attention: Adrien JELIC
Telecopy: 01.30.97.05.49
Telephone: 01.30.97.05.40

8.8   Headings

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8.9   Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to preserve the original intent of the Parties as closely as possible, in a mutually acceptable manner, in order that the transactions contemplated hereby be consummated as originally intended to the greatest extent possible.

8.10   Governing Law; Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of France.

The Parties hereto shall first use their best endeavour to resolve, through mutual consultation, any disputes that might arise between the Parties hereto in relation to this Agreement.

All disputes arising out of or in connection with this Agreement and which cannot be settled amicably between the Parties shall be finally settled by the Paris Commercial Court ( Tribunal de Commerce de Paris) .

8.11  Language

This Agreement is drafted in English.


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8.12   Miscellaneous

This Agreement and its Schedules are executed in four original copies.

Date: February 7th , 2014

/s/ [signature not legible]
INTIRAIMI
Represented by Pedro QUINTANA

 

/s/ [signature not legible]
JUNAN HONGRUN FOODSTUFF
Represented byChenjie XU

 

IN THE PRESENCE OF:

/s/ [signature not legible]
ATHENA
Represented by Nuno BRANCO



Exhibit 10.6


REITERATIVE SHARE PURCHASE AGREEMENT
 

BY AND BETWEEN:

BIOBRANCO II,
A company under Portuguese law,
having its registered offices at Porto Do Tejo, 6030-245 Vila Velha De Rodao (Portugal)
represented by Mr. Alcides and Nuno BRANCO, duly authorised for the purpose of this
document, acting in the name and on behalf of the Company;

(Hereinafter referred to as “Seller”),

ON THE ONE HAND,

AND

JUNAN HONGRUN FOODSTUFF CO., LTD,
A limited liability company organized under the laws of CHINA,
having its registered office at Towera, Cofco Plaza, Guanfang Village, Shizilu Town, Junan
County, Shangong China,
represented by Chenjie XU, duly authorized to act hereunder

(Hereinafter referred to as “AMERICAN LORAIN” or as “Purchaser”),

ON THE OTHER HAND

(The Seller and the Purchaser being hereinafter individually referred to as a “Party” and collectively as the “Parties”).


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RECITALS

A.

Whereas, the share capital of Athena, a limited liability company organized under French law with registered offices at Chemin de Kerlebert 56530 Queven (France)(hereafter referred to as the “Company”), of an amount of 25,000.00 euros divided into 25,000 shares of 1 euro each, is allocated as follows:


BIOBRANCO II 9,000 shares, i.e. 36 %
Alcides BRANCO 3,000 shares, i.e. 12 %
Nuno BRANCO 3,000 shares, i.e. 12 %
INTIRAIMI 10,000 shares, i.e. 40 %
   
TOTAL 25,000 shares i.e. 100%

B.

Whereas, the Company is a company whose principal activity is to acquire shares in companies or businesses. As such, the Company holds the entire capital and the voting rights of Conserverie Minerve, a company under French law, with registered offices at Chemin de Kerlebert 56530 Queven (FRANCE), (hereafter referred to as the “Main Subsidiary”) and specialised in the processing and sale of chestnut, prepared foods products.

   
C.

Whereas the Main Subsidiary itself owns the entire capital and the voting rights of the following companies (hereafter the “other Subsidiaries”):

it being specified that the Company, the Main Subsidiary and the Other Subsidiaries are collectively referred to as the “Minerva Group”.

D .

Whereas, the Purchaser is engaged in the main business of chestnut, prepared food, frozen and canned products processing and sales.

   
E .

Whereas, the Seller wishes to sell and transfer to the Purchaser, and the Purchaser wishes to purchase from the Seller, 2,750 shares of the Company upon the terms and subject to the conditions set forth herein.

   
F .

Whereas the Seller and the Purchaser have agreed to organise the transfer of shares under the conditions defined in the Share Purchase Agreement dated December 17 th , 2013 (hereinafter the “Share Purchase Agreement”).



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G.

Whereas by virtue of this reiterative share purchase agreement (hereinafter the “Reiterative Share Purchase Agreement”), the Parties wish to reiterate the Share Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the Parties hereby agree as follows:

ARTICLE 1: DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

Agreement means the Reiterative Share Purchase Agreement and any and all Schedules hereto, as may be amended or supplemented from time to time in accordance with the terms hereof.

Agreement Date ” means the date of the Agreement.

“Applicable Law” means, with respect to any person or any property or asset, all laws, statutes, ordinances, codes, rules, regulations, decrees, orders, rulings, writs, injunctions, judgments, awards or standards of any Governmental Authority applicable to or binding on such Person (or its properties or assets) or to such property or asset from time to time .

“Article” refers to an article of this Agreement unless the context requires otherwise.

Business ” means the business of Minerva Group at the Closing Date, i.e. the processing and sale of chestnut, prepared food products.

Closing Date ” means the date of the date of transfer of the ownership of the shares, i.e. the Payment Date.

“Contracts” means any written agreement, or contract or other contractual obligation.

“Encumbrance” means any security interest, hypothec, pledge, mortgage, lien, charge, adverse claim of ownership or use transfer restriction, easement, option right, or other encumbrance of any kind.

Payment ” means the payment of the price of the Shares.

Payment Date ” means the date when the payment of the price of the Shares shall me delivered effectively by the Purchaser and received by the Escrow Agent on his escrow account (“ compte Carpa ”)

“Shares” has the meaning set forth in article 2.


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“Tax” or “Taxes” means Any French taxes and more generally any French mandatory levies (including their principal amount and, as the case may be, any type of penalties, surcharges and interest thereon) whatever their legal characterization and beneficiary may be. Taxes include, without limitation, (i) corporate income taxes, additional contributions, distribution taxes (e.g. précompte), withholding taxes, Value Added Tax (V.A.T.), excise taxes, property taxes, business taxes, custom duties, transfer and contribution taxes, stamp duty, registration taxes, penalties and any taxes based on salaries, (ii) any duty (redevance) paid in consideration for a service provided to any Company, tax-assimilated levies (taxes parafiscales).

“Transaction Documents” means (i) this Agreement, and (ii) any other documents delivered by any Party hereto at or prior to the Closing pursuant to or in furtherance of the transactions contemplated by this Agreement (including, in each case, any and all exhibits, schedules and attachments to any such documents and any other documents executed or delivered in connection therewith) in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

ARTICLE 2: PURCHASE AND SALE

Upon the terms and subject to the conditions set forth in this Agreement, the Seller sells and transfers to the Purchaser, at the Payment Date, 2,750 shares of the Company (hereinafter the “Shares”), and the Purchaser purchases and receives from the Seller the Shares, at the Payment Date.

The Shares represent at the Agreement Date 11% of the share capital of the Company.

The Purchaser is the owner of the Shares at the Payment Date, free and clear of all Encumbrances, and is, from the Closing Date, alone entitled to any share in the profits, reserves, capital gains or assets, and in general, to any distribution whatsoever that will be made in relation to the Shares.

ARTICLE 3: SATISFACTION OF THE CONDITION PRECEDENT SET FORTH IN THE SHARE PURCHASE AGREEMENT

Previously to the Reiterative Share Purchase Agreement, the Parties have hereto certified that the condition precedent set forth in article 3.2.1 of the Share Purchase Agreement have been satisfied.

ARTICLE 4: PURCHASE PRICE OF THE SHARES

The price for the Shares (the “Price”) consists of an amount of FOUR HUNDRED AND NINETY FIVE THOUSAND EUROS (€ 495,000) euros to be paid at the Agreement Date by the Purchaser to the Seller under the conditions as hereinafter defined.


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At the Payment Date, the Purchaser transfers to the Seller the Payment by way of bank account transfer of immediately available funds to Adrien Jelic (the “Escrow Agent”) on his escrow account (“ Compte CARPA ”), with the mission to pay the Price to the Seller.

It is expressly specified that the payment of the Price shall be received by the Escrow Agent no latter than twenty (20) days from the Agreement Date (the “Payment Date”).

The references required for the funds transfer onto the Escrow Agent’s Compte CARPA are as follows:

The Parties authorize the Escrow Agent to release the Payment to the Seller immediately after receiving the Price on his escrow account.

ARTICLE 5: DELIVERIES

At the Payment Date, the Seller delivers to the Purchaser:

  (i)

duly executed share transfer orders (“ ordres de mouvements ”) for all of the Shares providing for the transfer of the full ownership of any and all the Shares to the Purchaser;

     
  (ii)

declaration forms relating to the transfer of the Shares (“ Déclarations CERFA ”) for tax purposes;

     
  (iii)

the share transfer register (“ registre de mouvements de titres ”) and the shareholders’ accounts (“ comptes d’actionnaires ”) of the Company; in each case, reflecting the transfer of the Shares made pursuant to the share transfer forms referred to in (ii) above;

ARTICLE 6: REPRESENTATION AND WARRANTIES

The Seller hereby warrants and represents:

(i) Organisation and Standing

The Seller is a shareholder and record owner of the issued and outstanding shares of the capital of the Company, which is a company duly organized, validly existing and in good standing under the laws of France and has the corporate power and authority to carry on its business as it is now being conducted.


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(ii) Restrictions on Shares

The Seller is not a party to any agreement, written or oral, creating rights in respect to the Company’s shares in any third person or relating to the voting of the Company’s shares (with the exception of the shareholder’s agreement entered into by the Seller with Pedro QUINTANA, which will be terminated because of the share purchase agreement entered into by the company INTIRAIMI and the Purchaser under the conditions precedent).

The Seller is the lawful owner of the shares, free and clear of all security interests, liens, Encumbrances, equities and other charges.

There are no existing warrants, options, stocks purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the share, nor are there any securities convertible into such share.

(iii) Financial statement and additional warranties

The Purchaser agrees to buy the Shares without any declaration and warranties on the financial statements of Minerva Group companies.

The financial statements of the Company and the main Subsidiaries are attached to the present Agreement for information use only.

The Seller does not guarantee that such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of the Minerva Group companies at the respective dates of and for the periods referred to in such financial statements, in accordance with the French applicable accounting principles.

The Purchaser acknowledges that there are significant transactions between affiliated companies which remain unpaid at the signing of the Closing Date.

The Purchaser acknowledges that he has been informed that the auditors of the Company and the company Conserverie Minerve have refused to certify the accounts of the Company and the company Conserverie Minerve and that the company Conserverie Minerve is currently under alert procedure (“ procedure d’alerte ”), a procedure initiated on the request of the auditors because of the cash position of the company Conserverie Minerve.

(iv) Representations and Warranties of the Seller and Purchaser

The Seller and Purchaser hereby represent and warrant that there has been no act or omission by the Seller and Purchaser which would give rise to any valid claim against any of the Parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.


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(v) Purchaser acknowledgment

Except the declaration and warranties provided by the Seller in section (i), (ii) and (iv) herein, the Seller makes any representation or warranty with respect to the Transaction Documents or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby is intended or shall be construed to be a representation or warranty (express or implied) of the Seller or any of their respective affiliates, for any purpose of this Agreement, the Transaction Documents or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby, with respect to the future profitability of the Minerva Group Business or the adequacy or sufficiency of asset, liability or equity amount.

Furthermore, the Purchaser acknowledges and agrees that no fact, condition, development or issue relating to the adequacy or sufficiency of the declaration and warranties provided by the Seller in section (i), (ii) and (iv) herein may be used, directly or indirectly, to demonstrate or support the breach of any representation, warranty, covenant or agreement contained in this Agreement, the Transaction Document or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby and thereby.

The Purchaser recognizes that the price has been accepted by the Seller in consideration of such acknowledgment.

ARTICLE 7: REGISTRATION- REGISTRATION TAXES (“ DROITS D’ENREGISTREMENT ”)

This act shall be registered within the statutory period of one month to the competent tax office at the Purchaser’s request, which he justify on the Seller’s first demand.

The registration taxes due for the execution of this Agreement and the Share transfer forms shall be borne exclusively by the Purchaser.

ARTICLE 8: GENERAL PROVISIONS

8.1   Waivers and Amendments

This Agreement may be amended or modified, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties hereto or, in the case of a waiver, by the Party waiving compliance.

No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege hereunder, nor any single or partial exercise of any other right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

8.2   Confidentiality - Public Announcements


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Unless otherwise required by Applicable Law or necessary for a Party to enforce its rights, each of the Parties, its respective Affiliates, advisors and representatives shall not disclose or permit the disclosure of any of the terms or conditions of this Agreement to any third party without the other party’s prior written consent. Notwithstanding the foregoing, if any such disclosure is so required, the disclosing Party shall consult, to the extent practicable, in advance with the other party concerning the reasons for and content of such disclosure.

Unless otherwise required by Applicable Law or the rules of the New York Stock Exchange, no Party to this Agreement shall make any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party.

8.3   Assignment

Neither this Agreement nor any of the rights and obligations of the Parties hereunder may be assigned by either of the Parties hereto without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns and no other person shall have any right, obligation or benefit hereunder.

8.4   Entire Agreement

This Agreement (including the Schedules) constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings between the Parties, both written and oral, except as otherwise expressly provided herein.

8.5   No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.6   Expenses

All costs and expenses, including, without limitation, fees and disbursements of counsel, intermediary, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

8.7   Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy, by telegram or by registered or certified mail (postage prepaid, return receipt requested) to the perspective Parties at their registered offices.


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8.8   Headings

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8.9   Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to preserve the original intent of the Parties as closely as possible, in a mutually acceptable manner, in order that the transactions contemplated hereby be consummated as originally intended to the greatest extent possible.

8.10   Governing Law; Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of France.

The Parties hereto shall first use their best endeavour to resolve, through mutual consultation, any disputes that might arise between the Parties hereto in relation to this Agreement.

All disputes arising out of or in connection with this Agreement and which cannot be settled amicably between the Parties shall be finally settled by the Paris Commercial Court ( Tribunal de Commerce de Paris) .

8.11.   Language

This Agreement is drafted in English.

8.12   Miscellaneous

This Agreement and its Schedules are executed in four original copies.

ARTICLE 9: ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS

The Parties hereby acknowledge and declare that they have discussed the terms and conditions of the Agreement and that they have also read and understood the terms and conditions of the Agreement.

The Parties hereby acknowledge and declare that they understand the English language and have the Agreement translated into their own language by their own translator.


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The Parties also hereby acknowledge and declare that they have had all the time to seek and obtain all the necessary legal advice.

Date: February 7 th , 2014

 

/s/ [signature not legible] /s/ [signature not legible]
BIOBRANCO II JUNAN HONGRUN FOODSTUFF
Represented by Nuno BRANCO Represented by Chenjie XU



Exhibit 10.7


SHAREHOLDERS’ AGREEMENT
 

 

Mr Alcides BRANCO
Mr Nuno BRANCO
BIOBRANCO II
 (The Current Shareholders)

And

JUNAN HONGRUN FOODSTUFF
 (The Investor)

With the attendance of:
ATHENA
(The Company)

 

February 4, 2014


SHAREHOLDER’S AGREEMENT

BETWEEN THE UNDERSIGNED :

Alcides BRANCO , born on December 3 rd , 1946, a Portuguese citizen, residing at 36, rue du Dr. João de Magalhães, – Santa Maria da Feira (Portugal)

Nuno BRANCO , born on June 5 th , 1972, a Portuguese citizen, residing at36, rue du Dr. João de Magalhães – Santa Maria da Feira (Portugal)

BIOBRANCO II , a company under Portuguese law, with registered offices at Porto Do Tejo, 6030-245 Vila Velha De Rodao, represented by Mr. Alcides and Nuno BRANCO, duly authorised for the purpose of this document, acting in the name and on behalf of the Company;

Hereafter referred to individually as a “ Current Shareholder ” and together as the “Current Shareholders" ,

in the first instance,

And :

JUNAN HONGRUN FOODSTUFF CO., LTD A limited liability company organized under the laws of CHINA, having its registered office at Towera, Cofco Plaza, Guanfang Village, Shizilu Town, Junan County, Shangong China, represented by Vincent CHEN, duly authorized to act hereunder,

Hereafter referred to as “ American Lorain" or the “ Investor ”,

in the second instance,

(The “ Current Shareholder ” and the "Investors", acting without joint solidarity, are referred to individually as a "Party" and together as the “ Parties ”)

With the attendance of :

ATHENA , a company under French law, with registered offices at Chemin de Kerlebert 56530 Queven (FRANCE) represented by Nuno Branco, duly authorized for the purpose of this document, acting in the name and on behalf of the Company;

(Hereafter referred as the "Company" acting)

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STIPULATE

A. The Company was constituted with a view to exercising :

B. The registered capital of the Company is today divided into 25,000 shares (hereafter the “ Shares ”).

There are no other securities except the 25,000shares of the share capital.

The Company owns the whole capital and the voting rights of Conserverie Minerve, a company under French law, with registered offices at Chemin de Kerlebert 56530 Queven (FRANCE), (hereafter referred to as the “ Main Subsidiary ”).

C. The Main Subsidiary itself owns the whole capital and the voting rights of the following companies (hereafter the “ other Subsidiaries ”):

it being specified that the Company, the Main Subsidiary and the Other Subsidiaries are collectively referred to as the “Minerva Group”.

D. To allow the Company to finance its various development projects, the Current Shareholders and the Investor have met, so that the Investor take part in shoring up the Company’s own funds and cooperate with the Company for a common and mutual development of business relationships between the Company, the Subsidiary and the Parties.

It is within this context that, on this day, the Investor has acquired all the Shares held by INTIRAIMI, a French Company with a registered office at 40, boulevard de la Tour d’Auvergne 35000 RENNES, that is to say 10.000 Shares representing 40% of the whole capital and the voting rights of the Company and 2.750 Shares held by BIOBRANCO II representing 11% of the whole capital and the voting rights of the Company (hereafter the “ Transfer ”). The Transfer will be completed after the payment of the shares price (no letter than twenty (20) days after the signing of this agreement).

E. As a result of this Transfer, after the payment of the shares price, the Shares will be distributed between the shareholders of the Company as shown in Exhibit 1.

F. In the framework of the Transfer, the Parties agree that this Agreement cancels and replaces at the present Date any agreement of the same type that may have existed between the shareholders of the Company or between certain of them only, each shareholder of the Company declaring that they have fulfilled all their rights to this end.

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TITLE I

GENERAL PROVISIONS – PARTICULAR OBLIGATIONS

I.1.    Purposes of the Shareholders’ Agreement

The purposes of the Agreement are to define the rights and duties of the Parties and their respective undertakings in pursuing their common goal.

The Parties hereby irrevocably acknowledge and declare that the foregoing recitals are true and correct in substance and in fact.

The Agreement also creates some rights and duties for the Company which accepts them.

Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between any of the Parties and no Party shall be responsible for the acts or omissions of the employees or representatives of the other Parties.

The provisions of this Agreement relating to the Shares shall apply mutatis mutandis to any shares or securities into which such Shares may be converted, reclassified, divided, re-designated, subdivided or consolidated, to any shares or securities which are received by the Parties hereto as a stock dividend or distribution payable in shares or securities of the Corporation and to any shares or securities of the Corporation or of any successor or continuing corporation which may be received by the Parties hereto on a reorganization, amalgamation or consolidation.

I.2.    Definitions

Unless inconstant with the context or otherwise defined, terms defined in Appendix 1 (Definitions) shall apply to this Agreement.

I.3.    Interpretation

In this Agreement, except as otherwise expressly provided:

  (i)

all words and personal pronouns relating to those words shall be read and construed as the number and gender of the Party or Parties required, and the verb shall be read and construed as agreeing with the required word and pronoun;

     
  (ii)

the division of this agreement into Articles and sections and the use of headings is for convenience of reference only and shall not modify or affect the interpretation or construction of this Agreement or any its provisions;

     
  (iii)

references to persons include bodies corporate, firms and unincorporated associations;

     
  (iv)

the singular includes the plural and vice-versa ;

     
  (v)

references to any part of any statute or statutory instrument include any statutory amendment, modification or re-enactment in force from time to time and references to any statute include any statutory instrument or regulations made under it ;

     
  (vi)

references in this Agreement to Articles and Sections are references to Articles and Sections of this Agreement; and

     
  (vii)

when calculating the period of time within which or following which any act is to be done or step is to be taken pursuant to this agreement, the date which is the reference day in calculating such period shall be excluded. If the last day of such period is not a business day, the period in question shall end on the next business day.

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I.4.    Representation and warranties

Each of the Parties and the Company represent and warrant to the Parties that:

  (a)

breach or conflict with any provision of its certificate of incorporation or memorandum and articles of association or equivalent constitutional document or result in a breach of, conflict with or constitute a default under any mortgage, indenture, agreement or other instrument, laws, statutory instruments or regulations, to which they are a Party or by which they, or any of their properties or assets, are bound; or

     
  (b)

violate any order, judgment or decree of any Court or governmental agency to which they are a party or by which they, or any of their properties or assets, are bound.

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TITLE II

PURPOSES OF THEAGREEMENT – COMMITMENTS OF THE PARTIES
PAYMENT OF THE CLAIMS HELD BY THE MAIN SUBSIDIARY

II.1     Purposes of the Transfer

The Parties acknowledge that the Transfer aims notably at:

II.2      Commitments of the Parties on commercial issues

So as to reach the goals as previously defined in II.1, the Parties will therefore do their best efforts to:

III. 3     Restrictions to the freedom of the Parties

No Party shall, without the consent of the other Party, endorse any note, act as an accommodation party, otherwise become surety for any person, or do any act detrimental to the best interests of the Minerva Group or which would make it impossible to carry on the ordinary business of the Minerva Group.

If the Minerva Group incurs any loss, liability, or obligation arising out of unauthorized conduct by a Party in violation of any provision of this Agreement, that Party shall indemnify and hold the Minerva Group harmless from any such loss or liability to the extent it is not covered by a policy of insurance.

III. 4     Profit sharing

The net profits of the Company shall be divided and be allocated to the Parties according to their respective Ownership Percentage Interests.

No interest or additional share of profits shall inure to any Party by reason of his capital account being proportionately in excess of the capital accounts of the others.

The "cash available for distribution" for any fiscal year shall be the cash receipts of the Company during such fiscal year, less (i) the cash disbursements during such period, as well as (ii) legal reserves or regulatory provisions and (iii) any amounts which the Officers (Chief Executive Officer and General Manager) reasonably determines to be necessary to be reserved to meet the needs of the Company's business. The cash available for distribution shall be distributed to and allocated among the Company at such time as the Officers shall determine, but at least annually, in accordance with the Company Ownership Percentage Interests.

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III.5.     Payment of the claims held by the Main Subsidiary

The Parties hereby acknowledge that the Main Subsidiary holds claims against the Branco Group Companies (as listed in Exhibit 3) and that, the Current Shareholders, for their part, have claims against the Company in respect of their associated current account.

The Parties wish to conclude agreements of assignments of the claims held by the Main Subsidiary against the Branco Group Companies to the benefit of the Current Shareholders (hereafter the “Agreements of Assignment of Claims”) it being specified that the Assignment of Claims shall be paid by a delegation of claims held against the Company (hereafter the “Delegation of Claims”).

Therefore, the Investor hereby acknowledges and accepts that the Agreements of Assignment of Claims shall be concluded and paid through the Delegation of Claims.

The Current Sharedolders admit and accept that the balance of their claims against the Company (hereafter the “Balance of the Claims”) shall be dealt with as follows, at the Investor’s choice:

The Parties hereby acknowledge and declare that they have been fully informed about the terms and conditions of this present article as well as the fiscal consequences of the above-mentioned options.

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III.6.     Specific commitment

III.6.1.      The Current Shareholders take the commitment to provide to CACOVIN a Nunziata 4 burner chestnut shelling machine (the “Machine”) without any additional costs than the cost already paid by Minerva Group until the signing of this agreement (The Current Shareholders support all the cost of setting up the Machine except the amount already paid by Minerva Group before the signing of this agreement). The Machine should be installed before 2014, 31rst August and if it is impossible for whatsoever reason no letter than 2014, 15th October.

The Current Shareholders has to justify to the Investor that the machine cannot be installed before 2014, 31 rst August to benefit of the delay to expire on 2014, 15 th October.

If the Current Shareholders failed to reach this condition, the Machine will be installed at the expenses of Minerva.

III.6.2.     Before 2014, 30 th September, CACOVIN must be financed as follows:

It is agreed between the Parties that:

If JUNAN HONGRUN FOODSTUFF CO., LTD failed to finance CACOVIN a compensation of 495,000 € will paid to the Current Shareholders as a compensation.

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TITLE III.

GOVERNANCE AND ADMINISTRATION OF THE BUSINESS
OF THE COMPANY AND THE SUBSIDIARIES

III. 1.     Governance and administration of the Company and the Subsidiary

III.1.1.      The Parties commit irrevocably to respect for all that matters the administration, the managing and the governance of the Company and its Subsidiaries, as far as the Companies’ applicable legal provisions are concerned the provisions of this Agreement and the By-laws of the Company as they are today or will be in the future (the “By-laws”).

However, if there is a conflict between the Agreement and the By-laws, the Parties agreed that the Agreement will prevail.

III.2.     Appointment, replacement and duties of officers of the Company and the Subsidiaries

III.2.1.      The Parties agree to appoint the officers of the Company and the Subsidiaries as follows:

The Chief Executive Officer of the Company and the Subsidiaries shall be appointed by the Investor.

The General Manager of the Company and the Subsidiaries shall be appointed by the Investor with the prior consent of Current Shareholders.

III.2.2      Replacement of officers of the Company and the Main Subsidiary

The Investor can put an end to the duties of an officer replace such officer by any person of its choice at any moment. If the officer to be replaced is the General Manager, the Investor must require the prior consent of the Current Shareholders before replacement.

III.2.3. Major Decisions regarding the Company and the Subsidiaries

The Parties undertake not to allow that the following decisions and transactions relating to the Company or the Subsidiaries to be taken or a fortiori implemented, without having previously obtained the express consent of Current Shareholders s and when the law or the by-laws require the approval of the shareholders (the “Major Decisions”):

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III.3     Information, auditing and consultation of the shareholders

III.3.1.      Each Party has – on demand - the right to have information concerning the Minerva Group in the period time hereafter indicated:

The President of the Company will be in charge of such duties.

Furthermore, each Party will receive from the General Manager of the Company, any useful piece of information in connection with an internal or external event dealing with the Minerva Group or that could reasonably be of any prejudice to the financial, commercial, jurisdictional situation of the companies (including any dispute, litigation or possibility of dispute or litigation) and this within a reasonable period of time after he will be aware of the situation or event.

On a monthly basis, a meeting will be organized by the President of the Company to present to the Parties the economic results of Minerva Group and discuss the operating plan.

III.3.2.      Each Party has the right to have freely information concerning the Minerva Group.

Each Party can have the information, documentation on the Minerva Group’s activities in the financial, accounting, technical, market, jurisdictional fields and every piece of strategic information in connection with its companies. This communication could be done through mail or at the registered office of the Company or the Subsidiary or in any place depending on the Company or its Subsidiaries.

This right will be reasonably exercised by the Parties, who will inform the General Manager of the Company within a reasonable notice.

Each Party, using its right to information may at any time and at their own expense, by assisted, where necessary, by any expert of their choice, examine in situ the general accounting situation of the Minerva Group, as well as any document of an accounting nature, technical, financial, jurisdictional or/and trade.

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The Investor shall have the right to have access to the banking accounts of the Company and the subsidiaries through internet.

III.4     Deadlock

III.4.1.     The goal of the Parties is to contribute to the development of the Company and its Subsidiaries in the fullfilment of the commitments of this Agreement. However if a Deadlock situation (as defined hereafter) occurred, the following procedure will apply.

III.4.2.     A Deadlock will exist when there is a disagreement between the Parties regarding a Major Decision as defined in III. 2.3 and such disagreement is not solved within fifteen (15) days(hereafter “the Deadlock”).

III.4.3.     In this case, the first Party will send a notification letter with acknowledgment receipt noting the Deadlock to all the Parties (“the Notification of the Deadlock”) within a 15-Days period following the Date of the Deadlock.

Failing the agreement of the Parties on an amicable solution within a 15-Days period following the Date of the Deadlock, the Parties will appoint, within a 15-Days period, a third party as mediator. The mediator will make at least one proposal within the 15-Days period starting on the Day of his acceptance of duties. All costs of his designation will be borne equally by all the Parties.

Failing the appointment of a mediator in the period here-above indicated, or if the Parties cannot agree with one of the Mediator proposals within a 15-Days period after he submits his solutions, the Deadlock will be considered as intractable; therefore the following stipulations will apply:

  (i)

An offer by the Offeror to purchase all the Shares beneficially owned by the Offerees (hereinafter referred to as an “Offer to Purchase”);

     
  (ii)

An offer by the Offeror to sell all the Shares beneficially owned by the Offeror to the Offerees (hereinafter referred to as an “Offer to Sell”);

The price to be paid for each Share pursuant to the Offer to Purchase and the Offer to Sell shall be the same for both Offers (such price being hereinafter referred to as the “Purchase Price”).

When an Offer to Purchase and/or an Offer to Sell is made by more than 1 party, the Party to be considered as Offeror will be the one who:

  (a)

In case of simultaneous Offer to Purchase and Offer to Sell, the Offeror will be the one proposing to Purchase;

     
  (b)

In case of multiple Offers to Purchase, the Offeror will be the one offering the highest Purchase price;

     
  (c)

In case of multiple Offers to Sell, the Offeree will be the one offering the lowest Purchase price;

III.4.4.     At the latest and the end of a 10-Days period starting on the Day the Offeree received the notification of the offer, the Offeree could:

Failing that for the Offeree to notify his acceptance or refusal within the here-above period, the Offeree shall be deemed to have accepted the Offer of the Offeror.

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III.4.5.     Transfer of shares, according to difference cases, by the Offeree or the Offeror will take place at the latest and the end of a 10-Days period starting at the end of the 10-Days period as indicated in the above paragraph. This transfer will be followed by (i) the delivery of transfer deeds and all the documents needed/required to make it effective to the Company and its Subsidiaries and third parties and (ii) the delivery of bank cashier’s cheque of the exactly amount of the Purchase Price.

Failing this, the Company or its Subsidiaries will be dissolved to the initiative of one of the Parties, pursuant the respect of the rules applicable to the Company or its Subsidiaries; the Parties undertake to cooperate to these dissolutions and more generally do whatever is needed to this purpose.

III.5.     Attorneys and Accountants .

The Parties shall agree upon a law firm and an accounting firm to represent the Company. Individual Party legal and accounting matters shall not be paid for by the Company.

III.6.     Books and Records .

A complete set of books and records, truly and correctly reflecting the business transactions of the Company and the Subsidiary, shall be kept and maintained at the principal place of business of the Company and the Subsidiary and either Party shall have access to and the right to inspect said books and records at any reasonable time.

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TITLE IV

MANAGEMENT OF THE SHARE CAPITAL OF THE COMPANY
SECURITIES TRANSFER

IV.1.     General Terms and conditions

IV.1.1 .      Notification of the Securities Transfer

Each Assigning Shareholder must, concomitantly, notify each and every Shareholder, copied to the Company, of any planned Assignment relating to the Securities that belong to him ("Initial Notification").

The Initial Notification must state the nature and number of Securities that are the object of the Assignment (the "Relevant Securities"), the main conditions of the Assignment, including the price per Security, stipulated in cash in accordance with article IV.1.3.3. , the identity of the Assignees and, if such Assignees are legal entities, the persons or bodies who control them. It must also contain the Assignees’ offer defining the conditions and methods of the Assignment, as well as an irrevocable undertaking from each Third Party Assignee to respect the Agreement and to abide by it as a member of the Group of Shareholders as the Assignor if the Assignment is completed.

IV.1.2.     Free Assignments

Only those Assignments listed below may be realized freely ( "Free Assignments" ). Article IV.3 to Article IV.6 do not apply to:

1.

The beneficiaries of such an Assignment may only be a duly incorporated company, the exclusive object of which is to take up interests in the Company and the management of this interest, and which does not provide any specific service of an administrative, legal or accounting order with the Company or its Subsidiaries;

   
2.

The relevant Shareholder must hold, together with his spouse, his children and/or his ascendants, 51% of the capital and voting rights of the Patrimonial Company and retaining at least one share in the Company;

   
3.

The relevant Shareholder undertakes not to issue or to give as surety the Securities held by the Patrimonial Company, or to restrict the usufruct or free disposition thereof, without the prior and express agreement of the other Shareholders;

   
4.

The Patrimonial Company must adhere to the Agreement, without restriction or reserve and each of its associates, who is not already a Shareholder, must also sign an undertaking of adhesion.

   

Each shareholder is prohibited, from henceforth, to make such a contribution without all the conditions above being respected.

   

After a Patrimonial Company has been constituted, each Shareholder undertakes to maintain the validity of the above conditions (company object, distribution of capital), unless the latter acquires, for his personnel use and prior to the realization of the operation having to result in the violation of those conditions, all the Securities then held by the Patrimonial Company.

   

To allow the correct application of this clause, each Shareholder undertakes, prior to the realization of the Assignment of his Securities in the Patrimonial Company, to communicate to the other Shareholders all the documents that allow the checking of the realization of the accumulative conditions defined in points 1, 2, 3 and 4 below then, at the time of the Assignment, to communicate to other Shareholders a certificate of incorporation and the updated by-laws of said Company, as well as the list of associates and the percentage of the capital and voting rights held by the latter (including the rights resulting from the dismemberment of the securities). The relevant Shareholder also undertakes to communicate, every year, to the other Shareholders a capitalization table for the Patrimonial Company relating to it, and undertakes to inform the latter immediately of any planned amendments as well as any amendments that have been realized.

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All Free Assignments must be notified to the Company within fifteen (15) days following its completion, with a copy of the Assignee’s adhesion, if he is a Third Party, to the Agreement in accordance with the provisions of article IV.4.

IV.1.3.     Extend and Terms and Conditions of the Rights of the Title III

IV.1.3.1.     Prices per Securities category

The implementation of the Rights of the Title IV, and unless otherwise provided, the other Securities’ price will be determined for each Security category.

IV.1.3.2.     Current account advances

If one of the Parties (i) executes its conjoined withdrawal’s right, as provided in Article IV.4, or (ii) should assign its Securities under its option to Purchase as provided in Article IV.6, this Party will hold in addition of its Securities, a credit on the Company of its Subsidiary of the Shareholders’ current account. This Party could assign its credit to another Party or Third Party that should purchase its Securities as indicated in these clauses, for a price that would be equal to the principal amount of the credit plus the interests not yet paid at the Assignment Date.

IV.1.3.3     Terms and conditions of the Price in cash for an Assignment, the counterparty of which is not wholly in cash:

Any Initial Notification must, on pain of becoming null and void, indicate the amount of the compensation of the envisaged Assignment. Consequently, for any Assignment, the counterparty of which is not wholly in cash, the Initial Notification must indicate an estimate in cash of the foreseen counterparty, certified by an Auditor or by a registered and independent Legal Expert. In this case, (i) the Notification must also indicate the exhaustive content of the actual counterparty proposed by the Assignee and (ii) the Rights of Pre-emption and Withdrawal are exercised for the total price stipulated in cash, unless each Shareholder decides to accept, as far as it concerns him, the counterparty agreed between the Assignee and the Assignor.

If the Other Shareholders holding, solely or together, an Interest at least equal to 3%, contest the price stipulated in cash for an Assignment, the counterparty of which is not wholly in cash ("Relevant Parties"), they must inform all Shareholders of their dispute, indicating the reasons, ("Notification of Objection"), within a period of ten (10) Days from the Initial Notification. The Notification of Objection must contain the identity of the Relevant Parties. The Notification of Objection results, in full law, of the expiration of all the Rights of Preemption and Withdrawal that have been notified previously, without exception.

The cash value of the Assignment price stipulated in kind in the Initial Notification is then set by a single expert ("Expert") appointed on the request of the Relevant Parties to the PRESIDENT OF THE COMMERCIAL COURT OF PARIS. If they fail to file a request within five (5) working Days following the Notification of Objection, they are, in full law, deemed to have renounced the Objection. The Expert must determine the cash value and submits his report to the Assigning Shareholder and all the Other Shareholders within a maximum period of thirty (30) Days from its entry. The definitive fees and honoraria of the Expert will be borne by the Shareholder(s) contesting the price if the Expert confirms, plus or minus 10%, the cash value of the Assignment price or, by the Shareholder(s) wishing to assign their Shares, if this value is overturned.

If (i) the Relevant Parties renounce the Objection, with this renunciation having to be notified to the Other Shareholders, or if (ii) the Expert confirms the cash value as stipulated in the contested Initial Notification, a new Period for Exercising Rights of Other Shareholders will according to the case, run from the notification to the Other Shareholders of the afore-mentioned renunciation or the notification made to the Shareholders of the price set by the Expert.

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If, after the Expert has set a price that is different from that stipulated in cash on the Initial Notification, the Assigning Shareholder still wishes to complete the Assignment that is the subject of said Initial Notification, he must, within fifteen (15) Days from the notification to the Shareholders of the price set by the Expert, at the latest, proceed to issue a new Initial Notification, with the Assignment price stipulated in cash having to be the one set by the Expert with no possibility of recourse. This price is imposed on the Other Shareholders for the exercising of their Rights of Pre-emption and/or Withdrawal, with no contestation possible. If he fails to issue a new Initial Notification within the afore-mentioned fifteen (15) Days, the Assigning Shareholder will be deemed to have renounced the respective Assignment.

IV.2.     Securities Pledge

Each Party is prohibited from remitting or giving as surety the Minerva Group Securities it holds, nor to restrict its usufruct or free disposal, without the express and prior consent of the other Parties.

Any consent granted by the unanimity of the Investors is only valid in terms of the Assignment or surety for which it was given.

IV.3     Rights of Pre-emption

IV.3.1.     Principles

Any Assignment, other than a Free Assignment, is subject to a right of pre-emption ("Right of Pre-emption") for the benefit of all Shareholders, even if they are Assignees ("Beneficiaries of the Right of Pre-emption"), according to the methods described below:

IV.3.2.     Terms and Conditions of the Right of Pre-emption:

  (a)

To do this (i) Beneficiaries of the Right of Pre-emption must notify that they are exercising this right in accordance with the Agreement and within the time period stated in provision IV.5. below, and (ii) the Right of Pre-emption (the "Pre-emption") by one or more Beneficiaries of the Right of Pre-emption ("Pre- emptors") must be exercised on the Relevant Securities, without exception, failing which the Beneficiaries of the Right of Pre-emption are deemed to have expressly renounced the exercising of this Right on the occasion of the respective Assignment.

     
  (b)

If Pre-emptors’ requests cumulatively exceed the number of Relevant Securities, the latter are distributed, up to the limit of their respective requests, in proportion to the respective Interests of Pre-emptors related to the sum of their Interests.

     
  (c)

The Pre-emptors are responsible for acquiring the Securities that they will use taking into consideration their Pre-emption under the conditions and according to the methods stated in the Initial Notification, subject to the stipulations of the article IV.1.3.3.relating to the payment of the Assignment price in cash.

     
  (d)

If the Pre-emption ends, since all the Relevant Securities have been Pre-empted, the Assignment of the Relevant Securities for the benefit of the Pre-emptors must take place within the time period indicated in the Initial Notification, without it being less than the Period for Exercising Rights defined in provision IV.5. below, plus thirty (30) Days; if there is no indication of the time period in the Initial Notification, the Assignment must take place within thirty (30) Days of the expiry of the Period for Exercising Rights.

IV.4.     Right of withdrawal (total or proportional)

IV.4.1.     Proportional withdrawal

If Shares are Assigned to a Third Party by a Shareholder, each Party has the right to take part in this Assignment up to the percentage represented by his Interest in the overall Interest of the Assigning Shareholder, himself and the other Parties wishing to take part in this Assignment ("Right of proportional withdrawal").

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Each Investor may therefore assign, within the context of exercising his Right of proportional withdrawal, a N of Shares calculated as follows:

N = TC x [P / (P + P C + P i )]

where:

TC: represents the number of Shares that the Assigning Shareholder wishes to Assign;
P: represent the Interest of the relevant Party on the date of the Initial Notification;
P C : represents the Interest of the Assigning Shareholder on the date of the Initial Notification;
P i : represents the accumulated Interest of the other Investors who have exercised their Right of proportional withdrawal.

In every case, the total N calculated for each Shareholder that has exercised his Right of proportional withdrawal cannot be greater than TC.

The Assignor will personally ensure that the Assignee buys the Shares held by the Investors in accordance with the proportions indicated above. If he fails to do so, he is prohibited from proceeding with the envisaged Assignment .

IV.4.2.    Total withdrawal

In the case of a Majority Assignment, each of the Parties benefit, as an alternative to the Right of Pre-emption of the right to request (and demand) the Assignee referred to in the Initial Notification and, failing this, the assigning Shareholder himself, to acquire all the Securities he holds ("Right of Total Withdrawal").

The Parties’ Right of Withdrawal is also exercised with regard to Other Shareholders who, having exercised their Right of Pre-emption, will be dealt with in this context (i.e. such Other Shareholders shall have to acquire all of the Securities held by the Shareholders who exercise their right of withdrawal).

In addition, to allow Other Shareholders who are envisaging exercising their Right of Pre-emption to do this in full knowledge of the number of additional Securities which, when the pre-emption ends, should be acquired from the Investors, any Other Shareholder that intends to exercise his Right of Withdrawal, even in the case of pre-emption, must notify the exclusive exercising of this right to all Shareholders, within a period that is two thirds of the Period for Exercising Rights, namely twenty (20) days (four (4) days if the respective Assignment relates to preferential subscription rights) ("Reduced Period").

If the Right of Withdrawal is notified after the expiry of the Reduced Period, but before that of the Period for Exercising Rights, it is only exercised with regard to the Assignees named in the Initial Notification, if no Preemption has been completed, but there is no effect, if the Securities that are the object of the planned Assignment are Pre-empted.

IV.4.3.    Conditions and Means of the Right of Withdrawal

The acquisition of the Securities of a Shareholder who is exercising his Right of Withdrawal must take place concomitantly with the realization of the Assignment that is the subject of the Initial Notification, according to the conditions and means that are stipulated except for the derogations below, which are applied in full law in the absence of an express agreement to the contrary from each Shareholder to whom it relates:

  (i)

To the price indicated in the Initial NOTIFICATION for a Security of the same type (or the higher price proposed if processed differently for whatever reason), it being stipulated that, for whatever reason, if Securities are assigned to the Assignee designated in the Initial Notification or to an Affiliate of the latter, during the twenty-four (24) months preceding the Initial Notification, the price per Security will be the highest reported unit price;

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  (ii)

If the envisaged Assignment relates to a preferential right of subscription, the Security price is equal to the Assignment price of the preferential right of subscription plus the subscription price of a new Security.

IV.4.4.     Assignors’ Undertaking

The Assignors undertake to renounce any planned Assignment and afortiori are prohibited from realizing it, if all the Securities, for which the Other Shareholders who have exercised their Right of Withdrawal on the occasion of the Assignment in question, have not been acquired by the Assignee.

IV.5.    Exercising Rights of Pre-emption and Withdrawal

IV.5.1 .     Within a maximum period of thirty (30) Days (reduced to six (6) Days, if the project relates to preferential rights of subscription) from the receipt of the Initial Notification (the "period for Exercising Rights"), each Shareholder intending to exercise his Right of Pre-emption or of Withdrawal on the occasion of the planned Assignment, must notify the Assignor, with a copy to the other recipients of the Initial Notification and the Agent, of his irrevocable decision ("Notification of Exercising of Rights"):

  (i)

either to exercise exclusively his Right of Pre-emption, stating the number and type of the Relevant Securities that he intends to pre-empt, with this notification therefore representing his renunciation to exercise his Right of Withdrawal, if he benefits therefrom;

     
  (ii)

or to exercise, exclusively, the Right of Withdrawal, if he benefits therefrom on the occasion of the relevant Assignment; he must state the name and type of the Securities that he holds, with this notification therefore representing his renunciation to exercise his Right of Withdrawal, if he benefits therefrom;

     
  (iii)

or to exercise his Right of Pre-emption, stating the number and type of the Securities that he intends to pre-empt and, secondly if his Pre-emption is not completed, the exercising of his Right of Withdrawal, if he benefits therefrom.

IV.5.2 .     All Other Shareholders who do not validly exercise, within the required periods of time, the Rights of Pre-emption and/or Withdrawal that they hold, according to one of the options above, is deemed to have expressly renounced for the Assignment that is the subject of the Initial Notification, albeit solely for it.

IV.6.     Obligation of joint transfer

If a Third Party offers to acquire at least 90% of the Company capital and voting rights at its Meetings (hereafter the "Offer"), all the Shareholders will be responsible for assigning their Securities to said Third Party, under the same conditions and methods and at the same time as the Shareholders who have accepted the offer, if this Offer is accepted by a majority of Shareholders together holding at least 80% of the Shares (the "Assignors").

The Company must inform the Other Shareholders of the planned Assignment by attaching a copy of the Offer, and stating therein the Interest of the Assignors, namely those with the intention of accepting the Offer.

It is stipulated that the Assignments realized in application of this article within the context of an Offer are not subject to the Right of Pre-emption and the Right of Withdrawal defined in provisions IV.3 and IV.4 above.

17


The Shareholders other than the Assignors shall not be obliged to provide representation and warranties, related inter alia to the assets and liability of the Company and its subsidiaries, as regards the Assignments consummated in execution of this section.

Shareholders who hold non-assignable Securities (vouchers or options) that can now be exercised, must, at their convenience, take up the option or exercise the voucher and subscribe the corresponding Share with a view to assigning it to the afore-mentioned Third Party within the context of the Offer, failing which they will, in full law, deemed to have been irrevocably renounced on the exercising of said non-assignable Securities, which they expressly accept.

IV.7    Granting and Exercise of Call Option

IV.7.1    The Parties agree that American Lorain has the exclusive option to purchase 2,250 shares of the Company (that is to say 9% of the issued capital) (hereafter the “Call Option”) one (1) year after the signing of this Agreement (hereafter the "Call Option Date"). This option may be exercised by American Lorain or any other qualified entity designated by American Lorain. This option shall not be revoked within the valid term of this Agreement once it is made. The shares subjected to the option will remain free of all Encumbrances.

IV.7.2    The Call Option shall be exercised only for a period of six (6) months after the Call Option Date. In case of failure to use the Call Option during such period, the option to purchase will be null and void.

IV.7.3   The purchase price of all purchased equity shall be NINE HUNDRED THOUSAND EUROS (€ 900,000) (the "Price").

If the Current Shareholders failed to fulfill one of their commitments specified into provisions III.6.1 and III.6.2. above, the Price will be irrevocably reduced to FOUR HUNDREDED AND FIVE THOUSAND EUROS (€ 405,000).

IV.7.4    In order to exercise the Call Option, American Lorain shall give a written notice ("Exercise Notice") to the Company and the Current Shareholders, indicating its intention of exercising the Call Option according to the provisions of this Agreement.

Except if the Current Shareholders provide otherwise, the share to be transferred shall be allocated in proportion of their Ownership Percentage Interests.

IV.7.5   Within thirty (30) days after receiving the Exercise Notice, the Parties shall sign the share transfer contract consistent with the Exercise Notice with American Lorain or any qualified entity designated by American Lorain, along with the other necessary documents relating to the transfer (hereafter collectively the "Transfer Documents"). Concomitantly, American Lorain will pay the Price by a bank cheque or a wire of immediate available funds.

IV.7.6   To the extent permitted by law, when American Lorain decides to exercise the Call Option, the Company and the Current Shareholders shall unconditionally assist American Lorain in handling all government approval, license, registration, filing and other procedures necessary for the share transfer.

IV.7.7   Each Current Shareholder hereby severally and jointly, irrevocably and unconditionally agrees to the granting by other existing shareholders of the Call Option to American Lorain. When American Lorain exercises the Call Option pursuant to the provisions of this Agreement, each Party will unconditionally waive his/her preemptive right and proportional withdrawal as described above.

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TITLE V

ADMINISTRATION OF THE AGREEMENT
 MISCELLANEOUS PROVISIONS

V.1.   Confidentiality

V.1.1.   Each Party is prohibited, to use or to divulge to any person any information not within the public domain relating to (i) the organization, transactions, clients, financial affairs or any other aspect of the activities of the Company and its Subsidiaries, except :

  (i)

if the Chief Executive Officer and the General Manager has previously agreed, or

     
  (ii)

when the legal or regulatory obligations do not prevent it, or

     
  (iii)

when the information is given to a managing agent, executive, employee or counsel of one of the Parties, but just if the purposes are the execution of undertakings or obligations of this Party or in connection with its rights resulting from its shareholding in the Company and if the above captioned persons have taken the undertake to respect the confidentiality clause.

V.1.2.   However, the information that could not be qualified as confidential are:

  (i)

those that are known, prior published or are in the public domain as a consequence of their disclosure by a third Party without any violation of this Confidentiality undertake;

     
  (ii)

those available through other sources without any violation of this Confidentiality undertake.

V.2.    Duration and termination of the Agreement

V.2.1.   This Agreement is concluded for a period of ten (10) years starting on the Implementation Date.

After this period of ten (10) years, it will, automatically and in full law, be extended for successive periods of five (5) years.

On the occasion of each renewal period, including the first one, each Party could withdraw the Agreement, by sending a notification at least six (6) months prior this period to the other Parties.

Furthermore, the Agreement will cease to apply in full law, for the future, to any Shareholder losing its securities of the Company, but should apply to the other Parties.

V.2.2.     As an exception of the prior terms and conditions, the Agreement will end in full law at the Implementation Date of the introduction of the Company in the regulated market.

V.2.3.     The termination of this Agreement will not affect the validity of any right or duty of a Party that would have exist because of the execution or the non-execution of the Agreement prior its termination, as for instance, the undertakings of duration and commencement are specified in this Agreement no matter the duration of this Agreement.

V.3.    Proxy or Agent

IV.3.1.     To ensure the correct execution of the rights that every and each Party gives to the other Parties and to warrantee that the Agreement is fully effective, the Parties agree to appoint irrevocably and conjointly the Company as proxy in charge of the administration of the Agreement (the “Proxy” or “Agent”).

The Company accepts this power of attorney, under the following terms and conditions:

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V.3.2.      As administrator of the Agreement, that has a especially power of attorney from the Parties for the duration of the Agreement as indicated in the Article V.2. above captioned, the Proxy:

  (i)

will be the sole person authorized to execute the transfer orders in connection with the Securities after the Parties instruct him to do so;

     
  (ii)

will check the requests of transfer orders from the undertakings of this Agreement’s point of view;

     
  (iii)

will check that the shareholders’ accounts created by the Company mention the restrictions that put a strain on the Securities of the Parties as indicated in the Agreement;

     
  (iv)

will not to proceed to any inscription of movements of Securities until he will check that the process provided in the Agreement is being followed and that the execution of the transfer movement can be effective;

     
  (v)

will receive the adhesion to the Agreement, as indicated in Article IV. 4 hereafter;

     
  (vi)

will receive by all means, the Parties’ decisions in connection with the change, the amendment or the waiver of one of the terms and conditions of the Agreement and will proceed to the Agreement’s amendments.

V.3.3.     The present proxy concerns the administration of all the Securities owned by the Parties.

V.4.     Agreement’ accession

V.4.1.      If a Party decides to Transfer, including a Free Transfer, one or more of his or her Securities to a Third Party, he or she agrees to have the Third Party adhere to the Agreement at the latest, at the time of the Transfer.

V.4.2.     For the implementation of this Article, the Parties give the Company irrevocable mandate to collect the adhesion of the Third Party in their name and on their behalf.

Consequently, the single signature by the Company of a copy of the Agreement also signed by the aforementioned Third Party will constitute the signing by all Parties. The aforementioned Third Party will thus become one of the Parties for the intentions of the Agreement that will benefit from and be bound to it and the Third Party will be a part of the Assignor’s Group. If the provided exercise of the conjoined right of Sell out by this Agreement is executed, the aforementioned will be join the Group of the Party having initiated the Transfer.

The Company will also have full rights to modify the Agreement in order to include the name of the Third Party and all the Parties will be connected by the thus conducted modifications.

A copy of the modified Agreement will then be reported to each of the Parties by the Company.

V.4.3.     If Securities are issued or an attribution of stock options voted by one or many Parties is reserved to a Third Party, the Parties will give the irrevocable instruction and proxy to the Company to collect the Third Party's adhesion to the Agreement. This Adhesion will be collected in the terms and conditions provided in Article V 4.2. here above, previously and as a condition to the Third Party’s subscription to the issue of Securities or to the attribution of stock options.

V. 5.      Notifications

V.5.1.     Unless otherwise provided by this Agreement, all notifications shall be in writing and shall be sufficiently given if delivered by hand or validly sent by registered letter with acknowledgement of receipt to the registered offices or the domicile elected by the Parties at the top of this Agreement. Any period applicable to the recipient of a notification is calculated from the date of the initial presentation of the registered letter, the postmark being determinant, or from the day of the signature of the discharge by the recipient of the notification.

Any other method of notification (fax, special mail) is admitted provide that the sender may establish the receipt thereof or the presentation at the addressee’s domicile, with this proof being the result of an express response from the addressee of the dispatch. In this instance, the date of reception will be that of the date of the express acknowledgement of receipt by the addressee.

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Any Party of this Agreement could change the address where the notifications should be sent by notifying by registered letter with acknowledgment of receipt sent to the Other Shareholders and indicated here above.

V.5.2.     Notification made by mail is presumed to be done seven (7) days after their dispatching’ date.

Notification made by email or facsimile are presumed to be done at their sending date as long as each notification will be confirmed by a registered letter with acknowledgement of receipt to the sent this date or by a delivered by hand letter the same day.

V.6.     Undertakings

This Agreement shall be binding upon to the benefit of the Parties hereto and their respective heirs, executors, administrators of every and each Party

V.7.     Miscellaneous Provisions

V.7.1.     This Agreement cancels and replaces any agreement of the same type that may have existed between the Shareholders or between certain of them only, each Shareholder declaring that they have fulfilled all their rights to this end.

V.7.2.     The Parties agree that the terms in the Stipulate and in the Appendices form an integral part of this Agreement.

V.7.3.     Any amendment should require a writing agreement of each and every Party.

V.7.4.     If any one of the provisions of the Agreement is declared to be null and void in any way and or whatever reason, this cancelation should not affect the validity of the other provisions of this Agreement and the Parties undertake to meet to remedy the reason for the reported invalidity so that, unless it is impossible, the Agreement will continue to be effective.

V.7.5.   The fact that a Shareholder has not exercised or availed himself of any right conferred on him by the Agreement may not in any way be assimilated to a renunciation of this right for the future, said renunciation not having any effect other than with regard to the respective event.

V.7.6.  The Parties undertake to communicate, signed and delivered any piece of information and all documentation and to sign any deed or take any decision that could be necessary to the execution of this Agreement.

V.7.7.   The Parties declare that every and each of them has been invited to have the assistance of its counsel during the writing of this Agreement.

The Parties affirm that all the clauses or provisions of this Agreement have been made after their own statements pursuant their negotiations and that all the provisions are in perfect conformity of their intentions and understandings.

The Parties should be aware that the terms and conditions of this Agreement, and notably the existence of different irrevocable pledges about the Sale of their Securities or the coverage of these clauses can reduce the scope of their assigning.

The Parties declare consequently and unconditionally to waive to the draftsman of this Agreement.

V.7.8.     This Agreement is written in English. The Parties declare that they have perfectly understood the language and content of the present Agreement, including all essential and ancillary provisions included, and had sufficient time to provide for translations into French if needed.

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V.8.     Applicable Law and Jurisdiction

The Agreement is, for the purposes of its validity, interpretation and execution, subject to French law.

Any disputes that may result from the Agreement and its appendices, or which may be the result or consequence thereof, will be resolved by the jurisdictions of the Paris Appeal Court.

Signed at Paris,
On February 7, 2014

IN 5 ORIGINAL COUNTERPARTS

/s/ Nuno Branco /s/ [signature not legible]
BIOBRANCO II JUNAN HONGRUN FOODSTUFF CO.
Represented by Nuno BRANCO Represented by Chenjie XU
   
   
/s/ Nuno Branco /s/ Nuno Branco
Mr Nuno BRANCO Mr Alcides BRANCO

/s/ Nuno Branco
ATHENA
Represented by Nuno BRANCO

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LIST OF EXHBITS

EXHIBIT 1
CAPITAL TABLE

SHAREHOLDER NUMBER OF SHARES %
JUNAN HONGRUN FOODSTUFF CO 12,750 51,00 %
BIOBRANCO II 6,250 25,00%
Mr NUNO BRANCO 3,000 12,00%
Mr ALCIDES BRANCO 3,000 12,00%
TOTAL 25,000 100,00 %

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EXHIBIT 2

Definitions

Without prejudice to the specific definitions contained within the body of the Agreement, the terms below have the following meanings:

Affiliate

( of a person ) designates any physical or intellectual person, co-ownership of securities or limited partnership that, directly or indirectly (by intermediate person(s)), Controls or manages, or is Controlled or managed directly or indirectly by this given person or by another person that directly or indirectly Controls both, as well as, if an investment fund or limited partnership, bearers of shares in the fund or limited partnership.

   

Agreement

This convention, including its appendices and possibly amendments during its period of validity.

   

Assignee

Any person who accepts an Assignment to his advantage. As defined in Article IV 1. and in Articles IV.3., IV.4.

   

Assignment / Assigning Transfer

Any transaction whose purpose or object is to transfer, free of charge or for money, voluntarily or by force, universally or individually, ownership, bare- ownership or usufruct of Securities or the rights attached to Securities, whether by sale, loan, contribution, donation, sharing, exchange, auction, abandonment or any other means.

   

Assignor Shareholder /Assignor

A Shareholder who wishes to proceed to the Assignment of all or part of his Securities. As defined in the Agreement.

   
By-laws As defined in Article III. 1.1.
   
Company As defined in the preamble of this Agreement.
   

Control

A company’s control corresponds to the holding of over 50% of its capital or voting rights at its meetings, two entities being deemed to be Controlling if one of them Controls the other or if both are subject to the direct or indirect control of the same physical or intellectual person or the same group of physical or intellectual persons acting together. As defined in Article L 233-3 of the French Commercial Code.

   
Expert As defined in Article IV. 1.3.3.
   
Implementation Date Date of the payment price of the shares as explained in preamble.
   

Introduction

The initial quotation of the Shares on a regularly operated stock exchange in France or abroad.

   
Investor As defined in the preamble
   

Majority Assignment

Any Transfer of Securities, to a Party or to a Third Party, whose effect is the ownership, immediate or deferred or potential, by the Assignee, acting alone or concertedly (in the meaning of Article L.233-10 of the French commercial code) with other Shareholders, of more than 50% of the capital or voting rights of the Company.

   
   

Other Shareholder

A Shareholder not classified as a Selling Shareholder within the context of a Transfer.

   
Ownership Percentage means the percentage right to share in the profits derived from the operation

24



Interests of a company.
   
Parties As defined in the preamble.
   
Patrimonial Company As defined in the Article IV.1.2.
   
Proxy As defined in the Article V. 3.
   

Security

Any security, certificate or right giving access, immediately or potentially, conditionally or on the expiry of a time period, through the exercising of a right of subscription or attribution, by conversion or any other legal means, to a share in the Company capital by full ownership, usufruct or bare ownership, or to voting rights in its meetings, and, more generally, all certificates issued by the Company in accordance with Chapter VIII of Title II of Book II of the French Commercial Code.

   

Shares

The shares issued or which will be issued by the Company, which are statutorily of different categories (ordinary and preference), globally called Shares.

   
Stipulate Presentation at the beginning of this Agreement.
   

Subsidiary

Any company, in French or foreign law, in which the Company holds a Controlling share during the period of the Agreement.

   
Third party Any person who is not signatory to the Agreement.
   
Free Assignments As defined in the Article IV.1.2.

25


EXHIBIT 3

LIST OF BRANCO GROUP COMPANIES

ALCIDES BRANCO & CA, S.A.
RUA DR. JOÃO DE MAGALHÃES, 36 - 2º DTO
4520-216 SANTA MARIA DA FEIRA - PORTUGAL
NIF: PT-500433038

AGRO ATHENA, S.A.
AVENIDA DA BOAVISTA, 1203 SALA 101
4100-130 PORTO - PORTUGAL
NIF: PT-510644791

BIOBRANCO II - COMPRA E VENDA DE BIOMASSA, LDA
PORTO DO TEJO
6030-238 VILA VELHA DE RÓDÃO
NIF: PT-507970195 - PORTUGAL

GRAPEOLIVE PORTUGAL, LDA
AVENIDA DA BOAVISTA, 1203 SALA 101
4100-130 PORTO - PORTUGAL
NIF: PT-510685650

BIOBRANCO - COMPRA E VENDA DE BIOMASSA, LDA
TREVÕES
5130-421 SÃO JOÃO DA PESQUEIRA - PORTUGAL
NIF: PT-507276698

TOMSIL II - COMPRA E VENDA DE BIOMASSA, LDA
FORTES
7900-131 FERREIRA DO ALENTEJO - PORTUGAL
NIF: PT-508964989

CENTROLIVA - INDUSTRIA E ENERGIMA, S.A.
MONTE DA ORDEM
6030-005 VILA VELHA DE RÓDÃO - PORTUGAL
NIF: PT-502478268

TOMSIL - SOC. IND. DE CONCENTRADO DE TOMATE, S.A.
FORTES
7900-131 FERREIRA DO ALENTEJO - PORTUGAL
NIF: PT-502348216

 

26


GESBRANCO - SOC.IMOBILIÁRIA, LDA
AV. ANTÓNIO COELHO MOREIRA, 1190
4405-528 VALADARES - VNG / PORTUGAL
NIF: PT-504660888

AZPO - AZEITES DE PORTUGAL, LDA
RUA DR. JOÃO DE MAGALHÃES, 36 - 2º DTO
4520-216 SANTA MARIA DA FEIRA - PORTUGAL
NIF: PT-510449123

OLIVE TRADE FRANCE, SARL
RUE DE KERLEBERT
56530 QUEVEN - FRANCE
SIRET 791 848 385 0013 / FR35 791 848 385

IBERIAN OLIVE OILS LLC
40 HARLOW COURT
NAPA, CA 94558
U.S.A.

27



Exhibit 99.1

American Lorain Corporation Announces Acquisition of Controlling Interest in Europe Based Chestnut Manufacturer and Distributor

JUNAN COUNTY, China, Feb. 13, 2014 /PRNewswire/ -- American Lorain Corporation (NYSE MKT: ALN) ("American Lorain" or the "Company"), an international processed snack foods, convenience foods, and frozen foods company based in the Shandong Province, China, today announced that it has acquired 51% share capital in Athena Group (“Athena”), a France based prepared foods manufacturer and distributor with a diversified product portfolio including chestnuts, bean sprouts, as well as a variety of other Asian imported food products, for an aggregate cash consideration of €1,995,000, or approximately US$2,702,650.

The Athena Group was founded in 1968 and currently operates two factories based in France and one factory in Portugal. It is a leading brand and one of the largest producer of canned chestnuts and bean sprouts products in France. The France operation owns two highly automated production lines which are considered Europe-leading in technology and capacity. The Portuguese factory was established in 2013 and is located near Portugal’s main chestnut producing region, which is essential to sufficient supply of raw materials given the falling chestnut output in Europe in recent years.

Meanwhile, Athena is currently one of the largest supplier of Asian foods to French supermarket chains and has a variety of imports such as coconut milk, noodle, soy sauce, and rice paper from China, Thailand, Malaysia, etc.

After over 40 years of development, Athena’s sales channel now covers over 80% of the supermarket chains in France and besides sales generated under its own brand, it is also a main supplier for private brand chestnut, bean sprout and imported Asian food products for big supermarket such as Carrefour and Auchan in France.

Mr. Si Chen, Chairman and CEO of American Lorain, commented: “we are extremely pleased to announce to investors this acquisition in France. American Lorain has been giving increasing emphasis in recent years to building a stronger international sales network and this acquisition marks the other important step for American Lorain along with our sustained marketing and operating efforts in Japan as well as domestic China. France is in a central position in Europe’s food supply as well as logistics, and this acquisition will potentially enable American Lorain to achieve a strategic command of the whole chestnut industry value chain in Europe, yielding significant synergy together with American Lorain’s China operations. We will provide strong support for raw material as well as procurement of Asian food supplies in China, and will also be able to take full advantage of Athena’s existing sales channels in Europe to supply not only chestnuts but also other food products desired by the European market. American Lorain and Athena will jointly work in this strategic chance to develop new products with reduced cost in Europe’s chestnut and Asian foods market, and strengthen its leading position in Europe.”

About American Lorain Corporation

American Lorain Corporation’s products include chestnut products, convenience food products and frozen food products. The Company sells its products to most provinces in domestic China as well as numerous export markets in Asia and Europe. The Company operates through its five direct and indirect subsidiaries and one leased factory located in China. For further information about American Lorain Corporation, please visit the Company's website at http://www.americanlorain.com .


Forward-Looking Statements

This press release contains certain "forward-looking statements" that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and the actual results and future events could differ materially from management's current expectations. Such factors include, but are not limited to, the Company's ability to obtain the necessary financing to continue and expand operations, to market its products in new markets and to offer products at competitive pricing, to attract and retain management, and to integrate and maintain technical information and management information systems, political and economic factors in the PRC, compliance requirement of laws and regulations of the PRC, the effects of currency policies and fluctuations, general economic conditions and other factors detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, please contact:

At the Company:
American Lorain Corporation
Mr. David She, CFO
+86 539 731 7959
david.she@americanlorain.com
http://www.americanlorain.com