American Lorain Corporation: Exhibit 4.3 - Prepared by TNT Filings
Inc.




  





Exhibit 4.3


REGISTRATION
RIGHTS AGREEMENT


          This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
October 28, 2009, between American Lorain Corporation, a Delaware corporation
(the “Company”), and each of the several purchasers signatory hereto (each such
purchaser, a “Purchaser” and, collectively, the “Purchasers”).


          This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of
the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).


          The
Company and each Purchaser hereby agrees as follows:


          1.
Definitions.


                    Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following
meanings:


	
 

	
 


	
 
	

           “Advice”
shall have the meaning set forth in Section 6(d).

	
 

	
          “Effectiveness
  Date” means, with respect to the Initial Registration Statement required
  to be filed hereunder, the 60th calendar day following the Closing
  Date (or, in the event of a “full review” by the Commission, the 120th
  calendar day following the Closing Date) and with respect to any additional
  Registration Statements which may be required pursuant to Section 3(c), the
  60th calendar day following the date on which an additional
  Registration Statement is required to be filed hereunder; provided, however,
  that in the event the Company is notified by the Commission that one or more
  of the above Registration Statements will not be reviewed or is no longer
  subject to further review and comments, the Effectiveness Date as to such
  Registration Statement shall be the fifth Trading Day following the date on
  which the Company is so notified if such date precedes the dates otherwise
  required above.


	
 

	
 


	
 

	
          “Effectiveness
  Period” shall have the meaning set forth in Section 2(a).


	
 

	
 


	
 

	
          “Event”
  shall have the meaning set forth in Section 2(b).


	
 

	
 


	
 

	
          “Event
  Date” shall have the meaning set forth in Section 2(b).


	
 

	
 


	
 

	
          “Filing
  Date” means, with respect to the Initial Registration Statement required
  hereunder, the 30th calendar day following the Closing Date and,
  with respect to any additional Registration Statements which may be required
  pursuant to Section 3(c), the earliest practical date following the date on
  which the Company is permitted by SEC Guidance to file such additional
  Registration Statement related to the Registrable Securities.





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          “Holder”
  or “Holders” means the holder or holders, as the case may be, from
  time to time of Registrable Securities.


	
 

	
 


	
 

	
          “Indemnified
  Party” shall have the meaning set forth in Section 5(c).


	
 

	
 


	
 

	
          “Indemnifying
  Party” shall have the meaning set forth in Section 5(c).


	
 

	
 


	
 

	
          “Initial
  Registration Statement” means the initial Registration Statement filed
  pursuant to this Agreement.


	
 

	
 


	
 

	
          “Losses”
  shall have the meaning set forth in Section 5(a).


	
 

	
 


	
 

	
          “Plan
  of Distribution” shall have the meaning set forth in Section 2(a). 


	
 

	
 


	
 

	
          “Prospectus”
  means the prospectus included in a Registration Statement (including, without
  limitation, a prospectus that includes any information previously omitted
  from a prospectus filed as part of an effective registration statement in
  reliance upon Rule 430A promulgated by the Commission pursuant to the
  Securities Act), as amended or supplemented by any prospectus supplement,
  with respect to the terms of the offering of any portion of the Registrable
  Securities covered by a Registration Statement, and all other amendments and
  supplements to the Prospectus, including post-effective amendments, and all
  material incorporated by reference or deemed to be incorporated by reference
  in such Prospectus.


	
 

	
 


	
 

	
          “Registrable
  Securities” means, as of any date of determination, (a) all of the
  Shares, (b) all Warrant Shares (assuming on such date the Warrants are
  exercised in full without regard to any exercise limitations therein) and (c)
  any securities issued or then issuable upon any stock split, dividend or
  other distribution, recapitalization or similar event with respect to the
  foregoing; provided, that the Holder thereof has completed and
  delivered to the Company a Selling Stockholder Questionnaire; and, provided,
  further, that (a) any such Registrable Securities shall cease to be
  Registrable Securities (y) upon the sale of such securities pursuant to a
  Registration Statement or Rule 144, (z) upon such securities becoming
  eligible for resale without volume or manner-of-sale restrictions and without
  current public information pursuant to Rule 144, such eligibility confirmed in a
  written opinion by the Company’s counsel and reasonably acceptable to the
  Company’s transfer agent and the affected Holders and (b) no Warrant Shares
  shall be Registrable Securities unless and until such Warrant Shares are
  issued.


	
 

	
 


	
 

	
          “Registration
  Statement” means any registration statement required to be filed
  hereunder pursuant to Section 2(a) and any additional registration statements
  contemplated by Section 3(c), including (in each case) the Prospectus,
  amendments and supplements to any such registration statement or Prospectus,
  including pre- and post-effective amendments, all exhibits thereto, and all
  material incorporated by reference or deemed to be incorporated by reference
  in any such registration statement.







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          “Rule
  415” means Rule 415 promulgated by the Commission pursuant to the
  Securities Act, as such Rule may be amended or interpreted from time to time,
  or any similar rule or regulation hereafter adopted by the Commission having
  substantially the same purpose and effect as such Rule.


	
 

	
 


	
 

	
          “Rule
  424” means Rule 424 promulgated by the Commission pursuant to the
  Securities Act, as such Rule may be amended or interpreted from time to time,
  or any similar rule or regulation hereafter adopted by the Commission having
  substantially the same purpose and effect as such Rule.


	
 

	
 


	
 

	
          “Selling
  Stockholder Questionnaire” shall have the meaning set forth in Section
  3(a).


	
 

	
 


	
 

	
          “SEC
  Guidance” means (i) any publicly-available written or oral guidance of
  the Commission staff and (ii) the Securities Act.


	
 

	
 


	
 

	
2. Shelf Registration.


	
 

	
 


	
 

	
          (a)
  On or prior to each Filing Date, the Company shall prepare and file with the
  Commission a Registration Statement covering the resale of all, or such
  maximum portion as permitted by SEC Guidance (provided that, the Company
  shall use diligent efforts to advocate with the Commission for the
  registration of all of the Registrable Securities in accordance with the SEC
  Guidance, including without limitation, the Manual of Publicly Available
  Telephone Interpretations D.29), of the Registrable Securities that are not
  then registered on an effective Registration Statement for an offering to be
  made on a continuous basis pursuant to Rule 415. Each Registration Statement
  shall be on Form S-3 (except if the Company is not then eligible to register
  for resale the Registrable Securities on Form S-3, in which case such
  registration shall be on another appropriate form in accordance herewith) and
  shall contain (unless otherwise directed by at least a majority in interest
  of the Holders) substantially the “Plan of Distribution” attached
  hereto as Annex A. Subject to the terms of this Agreement, the Company
  shall use its best efforts to cause a Registration Statement to be declared
  effective under the Securities Act as promptly as possible after the filing
  thereof, but in any event prior to or on the applicable Effectiveness Date,
  and shall use its best efforts to keep such Registration Statement
  continuously effective under the Securities Act from the date such
  Registration Statement is declared effective under the Securities Act until
  all Registrable Securities covered by such Registration Statement have been
  sold or may be sold without restriction under Rule 144, as determined by the
  counsel to the Company pursuant to a written opinion letter to such effect,
  addressed and acceptable to the Company’s transfer agent and the affected
  Holders (the “Effectiveness Period”). The Company shall telephonically
  request effectiveness of a Registration Statement as of 5:00 p.m. New York
  City time on a Trading Day. The Company shall as promptly as practicable
  under the circumstances notify the Holders via facsimile or by e-mail of the
  effectiveness of a Registration Statement on the same Trading Day that the
  Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such
  Registration Statement. The Company shall, by 9:30 a.m. New York City time on
  the Trading Day after the effective date of such Registration Statement, file
  a final Prospectus with the Commission as required by Rule 424.
  Notwithstanding any other provision of this Agreement, if any SEC Guidance
  sets forth a limitation on the number of Registrable Securities permitted to
  be registered on a particular Registration Statement (and notwithstanding that
  the Company used diligent efforts to advocate with the Commission for the
  registration of all or a greater portion of Registrable Securities), unless
  otherwise directed in writing by a Holder as to its Registrable Securities,
  the number of Registrable Securities to be registered on such Registration
  Statement will first be reduced by Registrable Securities represented by
  Warrant Shares (applied, in the case that some Warrant Shares may be
  registered, to the Holders on a pro rata basis based on the total number of
  unregistered Warrant Shares held by such Holders) and then by Registrable
  Securities represented by Shares (applied to the Holders on a pro rata basis
  based on the total number of unregistered Shares held by such Holders). 





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          (b)
  If: (i) the Initial Registration Statement is not filed on or prior to its
  Filing Date (if the Company files the Initial Registration Statement without
  affording the Holders the opportunity to review and comment on the same as
  required by Section 3(a) herein, the Company shall be deemed to have not
  satisfied this clause (i)), or (ii) the Company fails to file with the
  Commission a request for acceleration of a Registration Statement in
  accordance with Rule 461 promulgated by the Commission pursuant to the Securities
  Act, within five (5) Trading Days of the date that the Company is notified
  (orally or in writing, whichever is earlier) by the Commission that such
  Registration Statement will not be “reviewed” or will not be subject to
  further review, or (iii) prior to the effective date of a Registration
  Statement, the Company fails to file a pre-effective amendment and otherwise
  respond in writing to comments made by the Commission in respect of such
  Registration Statement within ten (10) Trading Days after the receipt of
  comments by or notice from the Commission that such amendment is required in
  order for such Registration Statement to be declared effective, or (iv) a
  Registration Statement registering for resale all, or such maximum portion as
  permitted by SEC Guidance, of the Registrable Securities is not declared
  effective by the Commission by the Effectiveness Date of the Initial
  Registration Statement, or (v) after the effective date of a Registration
  Statement, such Registration Statement ceases for any reason to remain
  continuously effective as to all Registrable Securities included in such
  Registration Statement, or the Holders are otherwise not permitted to utilize
  the Prospectus therein to resell such Registrable Securities, for more than
  thirty (30) consecutive calendar days or more than an aggregate of forty five
  (45) calendar days (which need not be consecutive calendar days) during any
  12-month period, (any such failure or breach being referred to as an “Event”, and for purposes of
  clauses (i) and (iv), the date on which such Event occurs, and for purpose of
  clause (ii) the date on which such five (5) Trading Day period is exceeded,
  and for purpose of clause (iii) the date which such ten (10) Trading Day
  period is exceeded, and for purpose of clause (v) the date on which such
  thirty (30) or forty five (45) calendar day period, as applicable, is exceeded being referred to
  as “Event Date”), then,
  in addition to any other rights the Holders may have hereunder or under
  applicable law, on each such Event Date and on each monthly anniversary of
  each such Event Date (if the applicable Event shall not have been cured by
  such date) until the applicable Event is cured, the Company shall pay to each
  Holder an amount in cash, as partial liquidated damages and not as a penalty,
  equal to 1% of the aggregate purchase price paid by such Holder pursuant to
  the Purchase Agreement for any unregistered Registrable Securities then held
  by such Holder. The parties agree that (1) the Company shall not be liable
  for liquidated damages under this Agreement with respect to any unexercised
  Warrants or Warrant Shares or with respect to any Registrable Securities that
  are not registered as a result of limitations set by SEC Guidance and
  (2) the maximum aggregate liquidated damages payable to a Holder under
  this Agreement shall be 4% of the aggregate Subscription Amount paid by such
  Holder pursuant to the Purchase Agreement. If the Company fails to pay any
  partial liquidated damages pursuant to this Section in full within seven (7)
  Trading Days after the date payable, the Company will pay interest thereon at
  a rate of 18% per annum (or such lesser maximum amount that is permitted to
  be paid by applicable law) to the Holder, accruing daily from the date such
  partial liquidated damages are due until such amounts, plus all such interest
  thereon, are paid in full. The partial liquidated damages pursuant to the
  terms hereof shall apply on a daily pro rata basis for any portion of a month
  prior to the cure of an Event.





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3. Registration Procedures.





                    In
connection with the Company’s registration obligations hereunder, the Company
shall:


	
 

	
 


	
 

	
          (a)
  Not less than five (5) Trading Days prior to the filing of each Registration
  Statement and not less than one (1) Trading Day prior to the filing of any
  related Prospectus or any amendment or supplement thereto (including any
  document that would be incorporated or deemed to be incorporated therein by
  reference), the Company shall (i) furnish to each Holder copies of all such
  documents proposed to be filed, which documents (other than those
  incorporated or deemed to be incorporated by reference) will be subject to
  the review of such Holders, and (ii) cause its officers and directors,
  counsel and independent registered public accountants to respond to such
  inquiries as shall be necessary, in the reasonable opinion of respective
  counsel to each Holder, to conduct a reasonable investigation within the
  meaning of the Securities Act. The Company shall not file a Registration
  Statement or any such Prospectus or any amendments or supplements thereto to
  which the Holders of a majority of the Registrable Securities shall
  reasonably object in good faith, provided that, the Company is notified of
  such objection in writing no later than five (5) Trading Days after the
  Holders have been so furnished copies of a Registration Statement or one (1)
  Trading Day after the Holders have been so furnished copies of any related
  Prospectus or amendments or supplements thereto. Each Holder agrees to
  furnish to the Company a completed questionnaire in the form attached to this
  Agreement as Annex B (a “Selling Stockholder
  Questionnaire”) on a date that is not less than two (2) Trading Days
  prior to the Filing Date or by the end of the fourth (4th) Trading
  Day following the date on which such Holder receives draft materials in
  accordance with this Section. 





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          (b)
  (i) Prepare and file with the Commission such amendments, including
  post-effective amendments, to a Registration Statement and the Prospectus
  used in connection therewith as may be necessary to keep a Registration
  Statement continuously effective as to the applicable Registrable Securities
  for the Effectiveness Period and prepare and file with the Commission such
  additional Registration Statements in order to register for resale under the
  Securities Act all of the Registrable Securities, (ii) cause the related
  Prospectus to be amended or supplemented by any required Prospectus
  supplement (subject to the terms of this Agreement), and, as so supplemented
  or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as
  reasonably possible to any comments received from the Commission with respect
  to a Registration Statement or any amendment thereto and provide as promptly
  as reasonably possible to the Holders true and complete copies of all
  correspondence from and to the Commission relating to a Registration
  Statement (provided that, the Company may excise any information contained
  therein which would constitute material non-public information as to any
  Holder which has not executed a confidentiality agreement with respect
  thereto with the Company), and (iv) comply in all material respects with the
  applicable provisions of the Securities Act and the Exchange Act with respect
  to the disposition of all Registrable Securities covered by a Registration
  Statement during the applicable period in accordance (subject to the terms of
  this Agreement) with the intended methods of disposition by the Holders
  thereof set forth in such Registration Statement as so amended or in such
  Prospectus as so supplemented.


	
 

	
 


	
 

	
          (c)
  If during the Effectiveness Period, the number of Registrable Securities at
  any time exceeds 100% of the number of shares of Common Stock then registered
  in a Registration Statement, then the Company shall file as soon as
  reasonably practicable, but in any case prior to the applicable Filing Date,
  an additional Registration Statement covering the resale by the Holders of
  not less than the number of such Registrable Securities. 


	
 

	
 


	
 

	
          (d)
  Notify the Holders of Registrable Securities to be sold (which notice shall,
  pursuant to clauses (iii) through (vi) hereof, be accompanied by an
  instruction to suspend the use of the Prospectus until the requisite changes
  have been made) as promptly as reasonably possible (and, in the case of
  (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if
  requested by any such Person) confirm such notice in writing no later than
  one (1) Trading Day following the day (i)(A) when a Prospectus or any
  Prospectus supplement or post-effective amendment to a Registration Statement
  is proposed to be filed, (B) when the Commission notifies the Company whether
  there will be a “review” of such Registration Statement and whenever the
  Commission comments in writing on such Registration Statement, and (C) with
  respect to a Registration Statement or any post-effective amendment, when the same has
  become effective, (ii) of any request by the Commission or any other federal
  or state governmental authority for amendments or supplements to a
  Registration Statement or Prospectus or for additional information, (iii) of
  the issuance by the Commission or any other federal or state governmental
  authority of any stop order suspending the effectiveness of a Registration
  Statement covering any or all of the Registrable Securities or the initiation
  of any Proceedings for that purpose; (iv) of the receipt by the Company of
  any notification with respect to the suspension of the qualification or
  exemption from qualification of any of the Registrable Securities for sale in
  any jurisdiction, or the initiation or threatening of any Proceeding for such
  purpose, (v) of the occurrence of any event or passage of time that makes the
  financial statements included in a Registration Statement ineligible for
  inclusion therein or any statement made in a Registration Statement or
  Prospectus or any document incorporated or deemed to be incorporated therein
  by reference untrue in any material respect or that requires any revisions to
  a Registration Statement, Prospectus or other documents so that, in the case
  of a Registration Statement or the Prospectus, as the case may be, it will
  not contain any untrue statement of a material fact or omit to state any
  material fact required to be stated therein or necessary to make the
  statements therein, in light of the circumstances under which they were made,
  not misleading and (vi) of the occurrence or existence of any pending
  corporate development with respect to the Company that the Company believes
  may be material and that, in the determination of the Company, makes it not
  in the best interest of the Company to allow continued availability of a
  Registration Statement or Prospectus, provided that, any notice delivered by
  the Company to the Holders notifying the Holders of such a suspension of the
  Registration Statement shall not disclose the details or content of such
  material event or occurrence, but shall only disclose that an event or
  occurrence exists which has caused the Company to determine to suspend the
  availability of the Registration Statement, the existence of such an event or
  occurrence shall remain confidential to each Holder until such information
  otherwise becomes public, unless disclosure by a Holder is required by law; provided,
  further, that notwithstanding each Holder’s agreement to keep such
  information confidential, each such Holder makes no acknowledgement that any
  such information is material, non-public information.





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          (e)
  Use its best efforts to avoid the issuance of, or, if issued, obtain the
  withdrawal of (i) any order stopping or suspending the effectiveness of a
  Registration Statement, or (ii) any suspension of the qualification (or
  exemption from qualification) of any of the Registrable Securities for sale
  in any jurisdiction, at the earliest practicable moment.


	
 

	
 


	
 

	
          (f)
  Furnish to each Holder, without charge, at least one conformed copy of each
  such Registration Statement and each amendment thereto, including financial
  statements and schedules, all documents incorporated or deemed to be
  incorporated therein by reference to the extent requested by such Person, and
  all exhibits to the extent requested by such Person (including those
  previously furnished or incorporated by reference) promptly after the filing
  of such documents with the Commission; provided, that any
  such item which is available on the EDGAR system (or successor thereto) need
  not be furnished in physical form.





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          (g)
  Subject to the terms of this Agreement, the Company hereby consents to the
  use of such Prospectus and each amendment or supplement thereto by each of
  the selling Holders in connection with the offering and sale of the
  Registrable Securities covered by such Prospectus and any amendment or
  supplement thereto, except after the giving of any notice pursuant to Section
  3(d).


	
 

	
 


	
 

	
          (h)
  RESERVED.


	
 

	
          (i)
  Prior to any resale of Registrable Securities by a Holder, use its
  commercially reasonable efforts to register or qualify or cooperate with the
  selling Holders in connection with the registration or qualification (or
  exemption from the Registration or qualification) of such Registrable
  Securities for the resale by the Holder under the securities or Blue Sky laws
  of such jurisdictions within the United States as any Holder reasonably
  requests in writing, to keep each registration or qualification (or exemption
  therefrom) effective during the Effectiveness Period and to do any and all
  other acts or things reasonably necessary to enable the disposition in such
  jurisdictions of the Registrable Securities covered by each Registration
  Statement; provided, that, the Company shall not be required to qualify
  generally to do business in any jurisdiction where it is not then so
  qualified, subject the Company to any material tax in any such jurisdiction
  where it is not then so subject or file a general consent to service of
  process in any such jurisdiction.


	
 

	
 


	
 

	
          (j)
  If requested by a Holder, cooperate with such Holder to facilitate the timely
  preparation and delivery of certificates representing Registrable Securities
  to be delivered to a transferee pursuant to a Registration Statement, which
  certificates shall be free, to the extent permitted by the Purchase
  Agreement, of all restrictive legends, and to enable such Registrable
  Securities to be in such denominations and registered in such names as any
  such Holder may request.


	
 

	
 


	
 

	
          (k)
  Upon the occurrence of any event contemplated by Section 3(d), as promptly as
  reasonably possible under the circumstances, taking into account the
  Company’s good faith assessment of any adverse consequences to the Company
  and its stockholders of the premature disclosure of such event, prepare a
  supplement or amendment, including a post-effective amendment, to a
  Registration Statement or a supplement to the related Prospectus or any
  document incorporated or deemed to be incorporated therein by reference, and
  file any other required document so that, as thereafter delivered, neither a
  Registration Statement nor such Prospectus will contain an untrue statement
  of a material fact or omit to state a material fact required to be stated
  therein or necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading. If the Company
  notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend
  the use of any Prospectus until the requisite changes to such Prospectus have
  been made, then the Holders shall suspend use of such Prospectus. The Company
  will use its best efforts to ensure that the use of the Prospectus may be
  resumed as promptly as is practicable. The Company shall be entitled to
  exercise its right under this Section 3(k) to suspend the availability of a
  Registration Statement and Prospectus for a period not to exceed 60 calendar
  days (which need not be consecutive days) in any 12-month period.





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          (l)
  Comply with all applicable rules and regulations of the Commission.


	
 

	
 


	
 

	
          (m)
  The Company may require each selling Holder to furnish to the Company a
  certified statement as to the number of shares of Common Stock beneficially
  owned by such Holder and, if required by the Commission, the natural persons
  thereof that have voting and dispositive control over the shares. If, as the
  result of any Holder’s failure to furnish such information, the Company would
  be in violation of this Agreement for failure to comply with any of its
  obligations hereunder, the Company shall remove such Holder from the
  Registration Statement and file such Registration Statement, and not be
  subject to any liquidated damages by any Holder.





          4.
Registration Expenses. All fees and expenses incident to the performance
of or compliance with, this Agreement by the Company shall be borne by the
Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses of the Company’s counsel
and independent registered public accountants) (A) with respect to filings made
with the Commission, (B) with respect to filings required to be made with any
Trading Market on which the Common Stock is then listed or quoted for trading
and (C) in compliance with applicable state securities or Blue Sky laws
reasonably agreed to by the Company in writing (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement. In addition,
the Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing or quotation of the Registrable Securities on any securities exchange
as required hereunder. In no event shall the Company be responsible for any
broker or similar commissions of any Holder or, except to the extent provided
for in the Transaction Documents, any legal fees or other costs of the Holders.



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5. Indemnification.


          (a)
Indemnification by the Company.
The Company shall, notwith­standing any termination of this Agreement,
indemnify and hold harmless each Holder, the officers, directors, members,
partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under
a margin call of Common Stock), investment advisors and employees (and any
other Persons with a functionally equivalent role of a Person holding such
titles, notwithstanding a lack of such title or any other title) of each of
them, each Person who controls any such Holder (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
members, stockholders, partners, agents and employees (and any other Persons
with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title) of each such
controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or alleged untrue
statement of a material fact contained in a Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading or (2) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or
regulation thereunder, in connection with the performance of its obligations
under this Agreement, except to the extent, but only to the extent, that (i)
such untrue statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for
use therein, or to the extent that such information relates to such Holder or
such Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in
a Registration Statement, such Prospectus or in any amendment or supplement
thereto (it being understood that the Holder has approved Annex A hereto for
this purpose) or (ii) in the case of an occurrence of an event of the type
specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated,
defective or otherwise unavailable Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated, defective or otherwise
unavailable for use by such Holder and prior to the receipt by such Holder of
the Advice contemplated in Section 6(d). The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding arising from
or in connection with the transactions contemplated by this Agreement of which
the Company is aware.


          (b)
Indemnification by Holders.
Each Holder shall, severally and not jointly, indemnify and hold harmless the
Company, its directors, officers, agents and employees, each Person who
controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, to the extent arising out of or based
solely upon: (x) such Holder’s failure to comply with the prospectus delivery
requirements of the Securities Act or (y) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the
statements therein not misleading (i) to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so
furnished in writing by such Holder to the Company specifically for inclusion
in such Registration Statement or such Prospectus, (ii) to the extent that such
information relates to such Holder’s proposed method of distribution of
Registrable Securities, provided that such method of distribution was reviewed
and expressly approved in writing by such Holder expressly for use in a
Registration Statement (it being understood that the Holder has approved Annex
A hereto for this purpose), such Prospectus or in any amendment or supplement
thereto or (iii) in the case of an occurrence of an event of the type specified
in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or
otherwise unavailable Prospectus after the Company has notified such Holder in
writing that the Prospectus is outdated, defective or otherwise unavailable for
use by such Holder and prior to the receipt by such Holder of the Advice
contemplated in Section 6(d). In no event shall the liability of any selling
Holder under this Section 5(b) be greater in amount than the dollar amount of
the net proceeds received by such Holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation.


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          (c)
Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against
any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party
shall have the right to assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of all
fees and expenses incurred in connection with the defense thereof; provided,
that, the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to
appeal or further review) that such failure shall have materially prejudiced
the Indemnifying Party.


                    An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses, (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such
Proceeding, or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a
material conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case, if
such Indemnified Party notifies the Indemnifying Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
the reasonable fees and expenses of no more than one separate counsel shall be
at the expense of the Indemnifying Party). The Indemnifying Party shall not be
liable for any settlement of any such Proceeding effected without its written
consent, which consent shall not be unreasonably withheld or delayed. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.


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                    Subject
to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party; provided, that, the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is
judicially determined not to be entitled to indemnification hereunder.


          (d)
Contribution. If the
indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses,
then each Indemnifying Party shall contribute to the amount paid or payable by
such Indemnified Party, in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include, subject to the limitations set
forth in this Agreement, any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such
party in accordance with its terms.


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          The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be
required to contribute pursuant to this Section 5(d), in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by
such Holder from the sale of the Registrable Securities subject to the
Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.


          The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


6. Miscellaneous.


          (a)
Remedies. In the event of a breach by the Company or by a Holder of any
of their respective obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights
granted by law and under this Agreement, including recovery of damages, shall
be entitled to specific performance of its rights under this Agreement. Each of
the Company and each Holder agrees that monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of
any of the provisions of this Agreement and hereby further agrees that, in the
event of any action for specific performance in respect of such breach, it
shall not assert or shall waive the defense that a remedy at law would be
adequate.


          (b)
No Piggyback on Registrations;
Prohibition on Filing Other Registration Statements. Neither the
Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in any
Registration Statements other than the Registrable Securities. The Company
shall not file any other registration statements until all Registrable
Securities are registered pursuant to a Registration Statement that is declared
effective by the Commission, provided that this Section 6(b) shall not prohibit
the Company from filing amendments to registration statements filed prior to
the date of this Agreement provided that no such amendment shall increase the
number of securities registered by such registration statement.


          (c)
Compliance. Each Holder
covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to a Registration Statement.


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          (d)
Discontinued Disposition.
By its acquisition of Registrable Securities, each Holder agrees that, upon
receipt of a notice from the Company of the occurrence of any event of the kind
described in Section 3(d)(iii) through (vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under a Registration
Statement until it is advised in writing (the “Advice”) by the Company
that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its best efforts to ensure that
the use of the Prospectus may be resumed as promptly as is practicable. The
Company agrees and acknowledges that any periods during which the Holder is
required to discontinue the disposition of the Registrable Securities hereunder
shall be subject to the provisions of Section 2(b).


          (e)
Piggy-Back Registrations.
If, at any time during the Effectiveness Period, there is not an effective
Registration Statement covering all of the Registrable Securities and the
Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form
S-4 or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in
connection with the Company’s stock option or other employee benefit plans,
then the Company shall deliver to each Holder a written notice of such determination
and, if within fifteen (15) days after the date of the delivery of such notice,
any such Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered; provided, however, that the
Company shall not be required to register any Registrable Securities pursuant
to this Section 6(e) that are eligible for resale pursuant to Rule 144
promulgated by the Commission pursuant to the Securities Act or that are the
subject of a then effective Registration Statement.


          (f)
Amendments and Waivers.
The provisions of this Agreement, including the provisions of this sentence,
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and the Holders of 67% or more of the
then outstanding Registrable Securities (including, for this purpose any
Registrable Securities issuable upon exercise or conversion of any Security).
If a Registration Statement does not register all of the Registrable Securities
pursuant to a waiver or amendment done in compliance with the previous
sentence, then the number of Registrable Securities to be registered for each
Holder shall be reduced pro rata among all Holders and each Holder shall have
the right to designate which of its Registrable Securities shall be omitted
from such Registration Statement. Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of a Holder or some Holders and that does not
directly or indirectly affect the rights of other Holders may be given by such
Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that
the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the first sentence of this Section
6(f). 


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          (g)
Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase Agreement. 


          (h)
Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of each of the parties and shall inure to the benefit of
each Holder. The Company may not assign (except by merger) its rights or
obligations hereunder without the prior written consent of all of the Holders
of the then outstanding Registrable Securities. Each Holder may assign their
respective rights hereunder in the manner and to the Persons as permitted under
Section 5.7 of the Purchase Agreement.


          (i)
No Inconsistent Agreements.
Neither the Company nor any of its Subsidiaries has entered, as of the date
hereof, nor shall the Company or any of its Subsidiaries, on or after the date
of this Agreement, enter into any agreement with respect to its securities, that
would have the effect of impairing the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. Except as set
forth on Schedule 6(i), neither the Company nor any of its Subsidiaries
has previously entered into any agreement granting any registration rights with
respect to any of its securities to any Person that have not been satisfied in
full.


          (j)
Execution and Counterparts.
This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.


          (k)
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.


          (l)
Cumulative Remedies. The
remedies provided herein are cumulative and not exclusive of any other remedies
provided by law.


          (m)
Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their commercially reasonable efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


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          (n)
Headings. The headings
in this Agreement are for convenience only, do not constitute a part of the
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.


          (o)
Independent Nature of Holders’
Obligations and Rights. The obligations of each Holder hereunder are
several and not joint with the obligations of any other Holder hereunder, and
no Holder shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. Nothing contained herein or in any
other agreement or document delivered at any closing, and no action taken by
any Holder pursuant hereto or thereto, shall be deemed to constitute the
Holders as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Holders are in any way acting in
concert with respect to such obligations or the transactions contemplated by
this Agreement. Each Holder shall be entitled to protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Holder to be joined as an additional party
in any proceeding for such purpose.


          (p)
Saturdays, Sundays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right
may be exercised on the next succeeding Business Day.


********************


A. (Signature Pages Follow)


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          IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.



  

	
 	
 

	
 


	
 	
AMERICAN LORAIN CORPORATION
	
 	
 	
 
	
 	
By:

	
/s/ Si Chen


	
 	
 

	
Name: Si Chen


	
 	
 

	
Title: Chairman, Chief Executive Officer 


	
 	
 

	
and President





  



[SIGNATURE PAGE OF
HOLDERS FOLLOWS]


 


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[SIGNATURE PAGE OF
HOLDERS TO ALN RRA]


	
 


	
Name of Holder: __________________________


	
 


	
Signature
  of Authorized Signatory of Holder:
  __________________________


	
 


	
Name of Authorized Signatory:
  _________________________


	
 


	
Title of Authorized Signatory:
  __________________________





[SIGNATURE PAGES
CONTINUE]


-18-