American Lorain Corporation.: Exhibit 4.2 - Prepared by TNT Filings
Inc.




  


Exhibit 4.2


NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH
THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AND, UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER BONA FIDE LOAN SECURED BY SUCH SECURITIES.





SERIES B COMMON STOCK PURCHASE
WARRANT


AMERICAN
LORAIN CORPORATION


	
 

	
 


	
Warrant Shares: _______

	
Issuance Date: October
  --, 2009


	
 

	
 





          THIS
SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that,
for value received, _____________ (the “Holder”) is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the six (6) month anniversary of the date
hereof (the “Initial Exercise Date”) and on or prior to the close of
business on the 30 month anniversary of the Initial Exercise Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from American
Lorain Corporation, a Delaware corporation (the “Company”), up to ______
shares (the “Warrant Shares”) of Common Stock. The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price,
as defined in Section 2(b). 


          Section
1. Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth
in that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated October 27, 2009, among
the Company and the purchasers signatory thereto.


          Section
2. Exercise.


	
 

	
 


	
 

	
          a)
  Exercise of Warrant. Exercise of the purchase rights represented by
  this Warrant may be made, in whole or in part, at any time or times on or
  after the Initial Exercise Date and on or before the Termination Date by
  delivery to the Company (or such other office or agency of the Company as it
  may designate by notice in writing to the registered Holder at the address of
  the Holder appearing on the books of the Company) of a duly executed
  facsimile copy of the Notice of Exercise Form annexed hereto; and, within three (3) Trading Days of the
  date said Notice of Exercise is delivered to the Company, the Company shall
  have received payment of the aggregate Exercise Price of the shares thereby
  purchased by wire transfer or, if available, pursuant to the cashless
  exercise procedure specified in Section 2(c) below. Notwithstanding anything
  herein to the contrary, the Holder shall not be required to physically
  surrender this Warrant to the Company until the Holder has purchased all of
  the Warrant Shares available hereunder and the Warrant has been exercised in
  full, in which case, the Holder shall surrender this Warrant to the Company
  for cancellation within three (3) Trading Days of the date the final Notice
  of Exercise is delivered to the Company. Partial exercises of this Warrant
  resulting in purchases of a portion of the total number of Warrant Shares
  available hereunder shall have the effect of lowering the outstanding number
  of Warrant Shares purchasable hereunder in an amount equal to the applicable
  number of Warrant Shares purchased. The Holder may not exercise this Warrant
  more than four times. The Holder and the Company shall maintain records
  showing the number of Warrant Shares purchased and the date of such
  purchases. The Company shall deliver any objection to any Notice of Exercise
  Form within 1 Business Day of receipt of such notice. In the event of any
  dispute or discrepancy, the records of the Holder shall be controlling and
  determinative in the absence of manifest error. The Holder and any assignee, by
  acceptance of this Warrant, acknowledge and agree that, by reason of the
  provisions of this paragraph, following the purchase of a portion of the
  Warrant Shares hereunder, the number of Warrant Shares available for purchase
  hereunder at any given time may be less than the amount stated on the face hereof.





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          b)
  Exercise Price. The
  exercise price per share of the Common Stock under this Warrant shall be $3.70,
  subject to adjustment hereunder (the “Exercise Price”).


	
 

	
 


	
 

	
          c)
  Cashless Exercise. If at any time after the Initial Exercise Date
  there is no effective Registration Statement registering, or no current
  prospectus available for, and exemption from registration under Rule 144
  would not then be available for, the resale of the Warrant Shares by the
  Holder, then this Warrant may also be exercised, in whole or in part, at such
  time by means of a “cashless exercise” in which the Holder shall be entitled
  to receive a certificate for the number of Warrant Shares equal to the
  quotient obtained by dividing [(A-B) (X)] by (A), where:







	
 

	
 


	
 

	
 (A) = the VWAP on the Trading Day
  immediately preceding the date on which Holder elects to exercise this
  Warrant by means of a “cashless exercise,” as set forth in the applicable
  Notice of Exercise;


	
 

	
 


	
 

	
(B) = the Exercise
  Price of this Warrant, as adjusted hereunder; and 


	
 

	
 


	
 

	
(X) = the number of
  Warrant Shares that would be issuable upon exercise of this Warrant in
  accordance with the terms of this Warrant if such exercise were by means of a
  cash exercise rather than a cashless exercise.





          d)  Mechanics of Exercise. 


	
 

	
 


	
 

	
          i.
  Delivery of Certificates Upon Exercise. Certificates for shares
  purchased hereunder shall be transmitted by the Transfer Agent to the Holder
  by crediting the account of the Holder’s prime broker with the Depository
  Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”)
  system if the Company is then a participant in such system and either (A)
  there is an effective Registration Statement permitting the resale of the
  Warrant Shares by the Holder or (B) the shares are eligible for resale by the
  Holder without volume or manner-of-sale limitations pursuant to Rule 144, and
  otherwise by physical delivery to the address specified by the Holder in the
  Notice of Exercise by the date that is three (3) Trading Days after the
  latest of (A) the delivery to the Company of the Notice of Exercise Form, (B)
  surrender of this Warrant (if required), and (C) payment of the aggregate
  Exercise Price as set forth above (including by cashless exercise, if
  permitted) (such date, the “Warrant Share Delivery Date”). This
  Warrant shall be deemed to have been exercised on the first date on which all
  of the foregoing have been delivered to the Company. The Warrant Shares shall
  be deemed to have been issued, and Holder or any other person so designated
  to be named therein shall be deemed to have become a holder of record of such
  shares for all purposes, as of the date the Warrant has been exercised, with
  payment to the Company of the Exercise Price (or by cashless exercise, if
  permitted) and all taxes required to be paid by the Holder, if any, pursuant
  to Section 2(d)(vi) prior to the issuance of such shares, having been paid.
  If the Company fails for any reason to deliver to the Holder certificates
  evidencing the Warrant Shares subject to a Notice of Exercise by the third
  Trading Day following the Warrant Share Delivery Date, the Company shall pay
  to the Holder, in cash, as liquidated damages and not as a penalty, for each
  $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the
  Common Stock on the date of the applicable Notice of Exercise), $10 per
  Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after
  such liquidated damages begin to accrue) for each Trading Day after such
  Warrant Share Delivery Date until such certificates are delivered or Holder
  rescinds such exercise. Notwithstanding anything herein to the contrary, the
  Company shall not be obligated to pay liquidated damages following the date
  of a Buy-In (as hereinafter defined) by the holder. 


	
 

	
 


	
 

	
          ii.
  Delivery of New Warrants Upon Exercise. If this Warrant shall have
  been exercised in part, the Company shall, at the request of a Holder and
  upon surrender of this Warrant certificate, at the time of delivery of the
  certificate or certificates representing Warrant Shares, deliver to Holder a
  new Warrant evidencing the rights of Holder to purchase the unpurchased
  Warrant Shares called for by this Warrant, which new Warrant shall in all
  other respects be identical with this Warrant.





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          iii.
  Rescission Rights. If the Company fails to cause the Transfer Agent to
  transmit to the Holder a certificate or the certificates representing the
  Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery
  Date, then, the Holder will have the right to rescind such exercise.


	
 

	
 


	
 

	
          iv.
  Compensation for Buy-In on Failure to Timely Deliver Certificates Upon
  Exercise. In addition to any other rights available to the Holder, if the
  Company fails to cause the Transfer Agent to transmit to the Holder a
  certificate or the certificates representing the Warrant Shares pursuant to
  an exercise on or before the third Trading Day following the Warrant Share
  Delivery Date, and if after such date the Holder is required by its broker to
  purchase (in an open market transaction or otherwise) or the Holder’s
  brokerage firm otherwise purchases, shares of Common Stock to deliver in
  satisfaction of a sale by the Holder of the Warrant Shares which the Holder
  anticipated receiving upon such exercise (a “Buy-In”), then the
  Company shall , within three (3) Trading Days after the Holder’s request and
  in the Holder’s discretion, either (i) pay cash to the Holder in an amount
  [if any, by which (x) the Holders’ total purchase price (including brokerage
  commissions, if any) for the shares of Common Stock so purchased exceeds (y)
  the amount obtained by multiplying (1) the number of Warrant Shares that the
  Company was required to deliver to the Holder in connection with the exercise
  at issue times (2) the price at which the sell order giving rise to such
  purchase obligation was executed, and (B) at the option of the Holder, either
  reinstate the portion of the Warrant and equivalent number of Warrant Shares
  for which such exercise was not honored (in which case such exercise shall be
  deemed rescinded) or deliver to the Holder the number of shares of Common
  Stock that would have been issued had the Company timely complied with its
  exercise and delivery obligations hereunder. For example, if the Holder purchases
  Common Stock having a total purchase price of $11,000 to cover a Buy-In with
  respect to an attempted exercise of shares of Common Stock with an aggregate
  sale price giving rise to such purchase obligation of $10,000, under clause
  (A) of the immediately preceding sentence the Company shall be required to
  pay the Holder $1,000. The Holder shall provide the Company written notice
  indicating the amounts payable to the Holder in respect of the Buy-In and,
  upon request of the Company, evidence of the amount of such loss. Nothing
  herein shall limit a Holder’s right to pursue any other remedies available to
  it hereunder, at law or in equity including, without limitation, a decree of
  specific performance and/or injunctive relief with respect to the Company’s failure
  to timely deliver certificates representing shares of Common Stock upon
  exercise of the Warrant as required pursuant to the terms hereof.





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          v.
  No Fractional Shares or Scrip. No fractional shares or scrip
  representing fractional shares shall be issued upon the exercise of this
  Warrant. As to any fraction of a share which the Holder would otherwise be
  entitled to purchase upon such exercise, the Company shall, at its election,
  either pay a cash adjustment in respect of such final fraction in an amount
  equal to such fraction multiplied by the Exercise Price or round up to the
  next whole share.


	
 

	
 


	
 

	
          vi.
  Charges, Taxes and Expenses. Issuance of certificates for Warrant
  Shares shall be made without charge to the Holder for any issue or transfer
  tax or other incidental expense in respect of the issuance of such
  certificate, all of which taxes and expenses shall be paid by the Company,
  and such certificates shall be issued in the name of the Holder or in such
  name or names as may be directed by the Holder; provided, however, that in
  the event certificates for Warrant Shares are to be issued in a name other
  than the name of the Holder, this Warrant when surrendered for exercise shall
  be accompanied by the Assignment Form attached hereto duly executed by the
  Holder and the Company may require, as a condition thereto, the payment of a
  sum sufficient to reimburse it for any transfer tax incidental thereto.


	
 

	
 


	
 

	
          vii.
  Closing of Books. The Company will not close its stockholder books or
  records in any manner which prevents the timely exercise of this Warrant,
  pursuant to the terms hereof.







	
 

	
 


	
 

	
          e)
  Holder’s Exercise Limitations. The Company shall not effect any
  exercise of this Warrant, and a Holder shall not have the right to exercise
  any portion of this Warrant, pursuant to Section 2 or otherwise, to the
  extent that after giving effect to such issuance after exercise as set forth
  on the applicable Notice of Exercise, the Holder (together with the Holder’s
  Affiliates, and any other Persons acting as a group together with the Holder
  or any of the Holder’s Affiliates), would beneficially own in excess of the
  Beneficial Ownership Limitation (as defined below). For purposes of the
  foregoing sentence, the number of shares of Common Stock beneficially owned
  by the Holder and its Affiliates shall include the number of shares of Common
  Stock issuable upon exercise of this Warrant with respect to which such
  determination is being made, but shall exclude the number of shares of Common
  Stock which would be issuable upon (i) exercise of the remaining,
  nonexercised portion of this Warrant beneficially owned by the Holder or any
  of its Affiliates and (ii) exercise or conversion of the unexercised or
  nonconverted portion of any other securities of the Company (including,
  without limitation, any other Common Stock Equivalents) subject to a
  limitation on conversion or exercise analogous to the limitation contained
  herein beneficially owned by the Holder or any of its Affiliates. Except as
  set forth in the preceding sentence, for purposes of this Section 2(e),
  beneficial ownership shall be calculated in accordance with Section 13(d) of
  the Exchange Act and the rules and regulations promulgated thereunder, it
  being acknowledged by the Holder that the Company is not representing to the 





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Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of
a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is
exercisable, in each case subject to the Beneficial Ownership Limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(e), in determining the number of outstanding shares of Common
Stock, a Holder may rely on the number of outstanding shares of Common Stock as
reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the
Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding. Upon the written
or oral request of a Holder, the Company shall within two Trading Days confirm
orally and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by the Holder or its Affiliates since the
date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock issuable upon exercise of this Warrant. The
Holder may decrease or, upon not less than 61 days’ prior notice to the Company,
may increase the Beneficial Ownership Limitation provisions of this Section
2(e), provided that the Beneficial Ownership Limitation in no event exceeds
9.99% of the number of shares of the Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant held by the Holder and the provisions of this Section 2(e) shall
continue to apply. Any such increase will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(e) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.





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Section
3. Certain Adjustments.


	
 

	
 


	
 

 

	
          a)
  Stock Dividends and Splits. If the Company, at any time while this Warrant
  is outstanding: (i) pays a stock dividend or otherwise makes a distribution
  or distributions on shares of its Common Stock or any other equity or equity
  equivalent securities payable in shares of Common Stock (which, for avoidance
  of doubt, shall not include any shares of Common Stock issued by the Company
  upon exercise of this Warrant), (ii) subdivides outstanding shares of Common
  Stock into a larger number of shares, (iii) combines (including by way of
  reverse stock split) outstanding shares of Common Stock into a smaller number
  of shares or (iv) issues by reclassification of shares of the Common Stock
  any shares of capital stock of the Company, then in each case the Exercise
  Price shall be multiplied by a fraction of which the numerator shall be the
  number of shares of Common Stock (excluding treasury shares, if any)
  outstanding immediately before such event and of which the denominator shall
  be the number of shares of Common Stock outstanding immediately after such
  event, and the number of shares issuable upon exercise of this Warrant shall
  be proportionately adjusted such that the aggregate Exercise Price of this
  Warrant shall remain unchanged. Any adjustment made pursuant to this Section
  3(a) shall become effective immediately after the record date for the
  determination of stockholders entitled to receive such dividend or
  distribution and shall become effective immediately after the effective date
  in the case of a subdivision, combination or re-classification.


	
 

	
 


	
 

	
          b)
  Subsequent Equity Sales. If the Company or any Subsidiary thereof, as
  applicable, at any time while this Warrant is outstanding, shall sell or
  grant any option to purchase, or sell or grant any right to reprice, or
  otherwise dispose of or issue (or announce any offer, sale, grant or any
  option to purchase or other disposition) any Common Stock or Common Stock
  Equivalents entitling any Person to acquire shares of Common Stock, at an
  effective price per share less than the then Exercise Price (such lower
  price, the “Base Share Price” and such issuances collectively, a “Dilutive
  Issuance”) (if the holder of the Common Stock or Common Stock Equivalents
  so issued shall at any time, whether by operation of purchase price
  adjustments, reset provisions, floating conversion, exercise or exchange
  prices or otherwise, or due to warrants, options or rights per share which
  are issued in connection with such issuance, be entitled to receive shares of
  Common Stock at an effective price per share that is less than the Exercise
  Price, such issuance shall be deemed to have occurred for less than the
  Exercise Price on such date of the Dilutive Issuance), then, the Exercise
  Price shall be reduced to a price equal to the Base Share Price (but in no
  event below $3.00, adjusted for any subsequent stock splits, reverse splits
  and similar capital adjustments). Such adjustment shall be made whenever such
  Common Stock or Common Stock Equivalents are issued. Notwithstanding the
  foregoing, no adjustments shall be made, paid or issued under this Section
  3(b) in respect of an Exempt Issuance. The Company shall notify the Holder,
  in writing, no later than the Trading Day following the issuance of any
  Common Stock or Common Stock Equivalents subject to this Section 3(b),
  indicating therein the applicable issuance price, or applicable reset price,
  exchange price, conversion price and other pricing terms (such notice, the “Dilutive
  Issuance Notice”).


	
 

	
 


	
 

	
          c)
  Pro Rata Distributions. If the Company, at any time while this Warrant
  is outstanding, shall distribute to all holders of Common Stock (and not to
  the Holders) evidences of its indebtedness or assets (including cash and cash
  dividends) or rights or warrants to subscribe for or purchase any security
  other than the Common Stock (which shall be subject to Section 3(b)), then in
  each such case the Exercise Price shall be adjusted by multiplying the
  Exercise Price in effect immediately prior to the record date fixed for
  determination of stockholders entitled to receive such distribution by a
  fraction of which the denominator shall be the VWAP determined as of the
  record date mentioned above, and of which the numerator shall be such VWAP on
  such record date less the then per share fair market value at such record
  date of the portion of such assets or evidence of indebtedness or rights or
  warrants so distributed applicable to one outstanding share of the Common
  Stock as determined by the Board of Directors in good faith. In either case
  the adjustments shall be described in a statement provided to the Holder of
  the portion of assets or evidences of indebtedness so distributed or such
  subscription rights applicable to one share of Common Stock. Such adjustment
  shall be made whenever any such distribution is made and shall become
  effective immediately after the record date mentioned above.





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d) Fundamental Transaction. If, at any time
  while this Warrant is outstanding, (i) the Company,
  directly or indirectly, in one or more related transactions effects
  any merger or consolidation of the Company with or into another Person, (ii)
  the Company, directly or indirectly, effects any sale of
  all or substantially all of its assets in one or a series of related
  transactions, (iii) any, direct or indirect, purchase offer, tender offer or
  exchange offer (whether by the Company or another Person) is completed
  pursuant to which holders of Common Stock are permitted to sell, tender or
  exchange their shares for other securities, cash or property and has been
  accepted by the holders of 50% or more of the outstanding Common Stock, (iv)
  the Company, directly or indirectly, in one or more related transactions
  effects any reclassification, reorganization or recapitalization of the
  Common Stock or any compulsory share exchange pursuant to which the Common
  Stock is effectively converted into or exchanged for other securities, cash
  or property, (not including a migratory merger) or (v) the Company,
  directly or indirectly, in one or more related transactions consummates
  a stock or share purchase agreement or other business combination (including, without limitation, a
  reorganization, recapitalization, spin-off or scheme of arrangement) with another
  Person (not including a migratory merger) whereby such other Person acquires more than 50% of the outstanding shares of
  Common Stock (not including any shares of Common Stock held by the other
  Person or other Persons making or party to, or associated or affiliated with
  the other Persons making or party to, such stock or share purchase agreement or other business combination), (each
  a “Fundamental Transaction”), then, upon any subsequent exercise of
  this Warrant, the Holder shall have the right to receive, for each Warrant
  Share that would have been issuable upon such exercise immediately prior to
  the occurrence of such Fundamental Transaction, at the option of the Holder
  (without regard to any limitation in Section 2(e) on the exercise of this
  Warrant), the number of shares of Common Stock of the successor or acquiring
  corporation or of the Company, if it is the surviving corporation, and any
  additional consideration (the “Alternate Consideration”) receivable as
  a result of such Fundamental Transaction by a holder of the number of shares
  of Common Stock for which this Warrant is exercisable immediately prior to
  such Fundamental Transaction (without regard to any limitation in Section
  2(e) on the exercise of this Warrant). For purposes of any such exercise, the
  determination of the Exercise Price shall be appropriately adjusted to apply
  to such Alternate Consideration based on the amount of Alternate Consideration issuable in
  respect of one share of Common Stock in such Fundamental Transaction, and the
  Company shall apportion the Exercise Price among the Alternate Consideration
  in a reasonable manner reflecting the relative value of any different
  components of the Alternate Consideration. If holders of Common Stock are
  given any choice as to the securities, cash or property to be received in a
  Fundamental Transaction, then the Holder shall be given the same choice as to
  the Alternate Consideration it receives upon any exercise of this Warrant
  following such Fundamental Transaction. To the extent necessary to effectuate
  the foregoing provisions, any successor to the Company or surviving entity in
  such Fundamental Transaction shall issue to the Holder a new warrant
  consistent with the foregoing provisions and evidencing the Holder’s right to
  exercise such warrant into Alternate Consideration. The terms of any
  agreement pursuant to which a Fundamental Transaction is effected shall
  include terms requiring any such successor or surviving entity to comply with
  the provisions of this Section 3(e) and insuring that this Warrant (or
  any such replacement security) will be similarly adjusted upon any subsequent
  transaction analogous to a Fundamental Transaction. Notwithstanding anything
  to the contrary, in the event of a Fundamental Transaction that is (1) an all
  cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3
  under the Exchange Act or (3) a Fundamental Transaction involving a Person
  not traded on a national securities exchange, the Company or any successor
  entity shall pay at the Holder’s option, exercisable at any time concurrently
  with or within 30 days after the consummation of the Fundamental Transaction,
  an amount of cash equal to the value of this Warrant as determined in
  accordance with the Black-Scholes option pricing formula using an expected
  volatility equal to the 100-day historical price volatility obtained from the
  HVT function on Bloomberg L.P. as of the trading day immediately prior to the
  public announcement of the Fundamental Transaction.





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          e)
  Calculations. All calculations under this Section 3 shall be made to
  the nearest cent or the nearest 1/100th of a share, as the case may be. For
  purposes of this Section 3, the number of shares of Common Stock deemed to be
  issued and outstanding as of a given date shall be the sum of the number of
  shares of Common Stock (excluding treasury shares, if any) issued and
  outstanding.


	
 

	
 


	
 

	
          f)
  Notice to Holder. 







	
 

	
 


	
 

	
          i.
  Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
  pursuant to any provision of this Section 3, the Company shall promptly mail
  to the Holder a notice setting forth the Exercise Price after such adjustment
  and setting forth a brief statement of the facts requiring such adjustment. 


	
 

	
 


	
 

	
          ii.
  Notice to Allow Exercise by Holder. If (A) the Company shall declare a
  dividend (or any other distribution in whatever form) on the Common Stock,
  (B) the Company shall declare a special nonrecurring cash dividend on or a
  redemption of the Common Stock, (C) the Company shall authorize the granting
  to all holders of the Common Stock rights or warrants to subscribe for or
  purchase any shares of capital stock of any class or of any rights, (D) the approval of any
  stockholders of the Company shall be required in connection with any
  reclassification of the Common Stock, any consolidation or merger to which
  the Company is a party, any sale or transfer of all or substantially all of
  the assets of the Company, or any compulsory share exchange whereby the
  Common Stock is converted into other securities, cash or property, or (E) the
  Company shall authorize the voluntary or involuntary dissolution, liquidation
  or winding up of the affairs of the Company, then, in each case, the Company
  shall cause to be mailed to the Holder at its last address as it shall appear
  upon the Warrant Register of the Company, at least 20 calendar days prior to
  the applicable record or effective date hereinafter specified, a notice
  stating (x) the date on which a record is to be taken for the purpose of such
  dividend, distribution, redemption, rights or warrants, or if a record is not
  to be taken, the date as of which the holders of the Common Stock of record
  to be entitled to such dividend, distributions, redemption, rights or
  warrants are to be determined or (y) the date on which such reclassification,
  consolidation, merger, sale, transfer or share exchange is expected to become
  effective or close, and the date as of which it is expected that holders of
  the Common Stock of record shall be entitled to exchange their shares of the
  Common Stock for securities, cash or other property deliverable upon such
  reclassification, consolidation, merger, sale, transfer or share exchange;
  provided that the failure to mail such notice or any defect therein or in the
  mailing thereof shall not affect the validity of the corporate action
  required to be specified in such notice. To the extent that any notice
  provided hereunder constitutes, or contains, material, non-public information
  regarding the Company or any of the Subsidiaries, the Company shall
  simultaneously file such notice with the Commission pursuant to a Current
  Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant
  during the period commencing on the date of such notice to the effective date
  of the event triggering such notice except as may otherwise be expressly set
  forth herein.





8





	
 

	
 





Section
4. Transfer of
Warrant.


	
 

	
 


	
 

	
          a)
  Transferability. Subject to compliance with any applicable securities
  laws and the conditions set forth in Section 4(d) hereof and to the
  provisions of Section 4.1 of the Purchase Agreement, this Warrant and all
  rights hereunder (including, without limitation, any registration rights) are
  transferable, in whole or in part, upon five (5) days written notice to the
  Company and the surrender of this Warrant at the principal office of the
  Company or its designated agent, together with a written assignment of this
  Warrant substantially in the form attached hereto duly executed by the Holder
  or its agent or attorney and funds sufficient to pay any transfer taxes
  payable upon the making of such transfer. Upon such surrender and, if
  required, such payment, the Company shall execute and deliver a new Warrant
  or Warrants in the name of the assignee or assignees, as applicable, and in
  the denomination or denominations specified in such instrument of assignment,
  and shall issue to the assignor a new Warrant evidencing the portion of this
  Warrant not so assigned, and this Warrant shall promptly be cancelled. The
  Warrant, if properly assigned in accordance herewith, may be
  exercised by a new holder for the purchase of Warrant Shares without having a
  new Warrant issued. 





9





	
 

	
 


	
 

	
 


	
 

	
          b)
  New Warrants. This Warrant may be divided or combined with other
  Warrants upon presentation hereof at the aforesaid office of the Company,
  together with a written notice specifying the names and denominations in
  which new Warrants are to be issued, signed by the Holder or its agent or
  attorney. Subject to compliance with Section 4(a), as to any transfer which
  may be involved in such division or combination, the Company shall execute
  and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
  to be divided or combined in accordance with such notice. All Warrants issued
  on transfers or exchanges shall be dated the Issuance Date and shall be
  identical with this Warrant except as to the number of Warrant Shares
  issuable pursuant thereto. 


	
 

	
 


	
 

	
          c)
  Warrant Register. The Company shall register this Warrant, upon
  records to be maintained by the Company for that purpose (the “Warrant
  Register”), in the name of the record Holder hereof from time to time.
  The Company may deem and treat the registered Holder of this Warrant as the
  absolute owner hereof for the purpose of any exercise hereof or any
  distribution to the Holder, and for all other purposes, absent actual notice
  to the contrary.


	
 

	
 


	
 

	
          d)
  Transfer Restrictions. If, at the time of the surrender of this
  Warrant in connection with any transfer of this Warrant, the transfer of this
  Warrant shall not be either (i) registered pursuant to an effective
  registration statement under the Securities Act and under applicable state
  securities or blue sky laws or (ii) eligible for resale without volume or
  manner-of-sale restrictions or current public information requirements
  pursuant to Rule 144, the Company may require, as a condition of allowing
  such transfer, that the Holder or transferee of this Warrant, as the case may
  be, comply with the provisions of Section 4.1 of the Purchase Agreement.


	
 

	
 


	
 

	
          e)
  Representation by the Holder. Unless the Holder exercises this Warrant
  by cashless exercise pursuant to Section 2(c), the Holder, by the acceptance
  hereof, represents and warrants that it is acquiring this Warrant and, upon
  any exercise hereof, will acquire the Warrant Shares issuable upon such
  exercise, for its own account and not with a view to or for distributing or
  reselling such Warrant Shares or any part thereof in violation of the
  Securities Act or any applicable state securities law, except pursuant to
  sales registered or exempted under the Securities Act.





Section 5. Miscellaneous.


	
 

	
 


	
 

	
          a)
  No Rights as Stockholder Until Exercise. This Warrant does not entitle
  the Holder to any voting rights, dividends or other rights as a stockholder
  of the Company prior to the exercise hereof as set forth in Section 2(d)(i). 


	
 

	
 


	
 

	
          b)
  Loss, Theft, Destruction or Mutilation of Warrant. The Company
  covenants that upon receipt by the Company of evidence reasonably
  satisfactory to it of the loss, theft, destruction or mutilation of this
  Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or
  destruction, of indemnity or security reasonably satisfactory to it (which,
  in the case of the Warrant, shall not include the posting of any bond), and
  upon surrender and cancellation of such Warrant or stock certificate, if
  mutilated, the Company will make and deliver a new Warrant or stock
  certificate of like tenor and dated as of such cancellation, in lieu of such
  Warrant or stock certificate.





10





	
 

	
 


	
 

	
 


	
 

	
          c)
  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.


	
 

	
 


	
 

	
          d)
  Authorized Shares. 







	
 

	
 


	
 

	
          The
  Company covenants that, during the period the Warrant is outstanding, it will
  reserve from its authorized and unissued Common Stock a sufficient number of
  shares to provide for the issuance of the Warrant Shares upon the exercise of
  any purchase rights under this Warrant. The Company further covenants that
  its issuance of this Warrant shall constitute full authority to its officers
  who are charged with the duty of executing stock certificates to execute and
  issue the necessary certificates for the Warrant Shares upon the exercise of
  the purchase rights under this Warrant. The Company will take all such
  reasonable action as may be necessary to assure that such Warrant Shares may
  be issued as provided herein without violation of any applicable law or regulation,
  or of any requirements of the Trading Market upon which the Common Stock may
  be listed. The Company covenants that all Warrant Shares which may be issued
  upon the exercise of the purchase rights represented by this Warrant will,
  upon exercise of the purchase rights represented by this Warrant and payment
  for such Warrant Shares in accordance herewith, be duly authorized, validly
  issued, fully paid and nonassessable and free from all taxes, liens and
  charges created by the Company in respect of the issue thereof (other than
  taxes in respect of any transfer occurring contemporaneously with such
  issue).


	
 

	
 


	
 

	
          Except
  and to the extent as waived or consented to by the Holder, the Company shall
  not by any action, including, without limitation, amending its certificate of
  incorporation or through any reorganization, transfer of assets,
  consolidation, merger, dissolution, issue or sale of securities or any other
  voluntary action, avoid or seek to avoid the observance or performance of any
  of the terms of this Warrant, but will at all times in good faith assist in
  the carrying out of all such terms and in the taking of all such actions as
  may be necessary or appropriate to protect the rights of Holder as set forth
  in this Warrant against impairment. Without limiting the generality of the
  foregoing, the Company will (i) not increase the par value of any Warrant
  Shares above the amount payable therefor upon such exercise immediately prior
  to such increase in par value, (ii) take all such action as may be necessary
  or appropriate in order that the Company may validly and legally issue fully
  paid and nonassessable Warrant Shares upon the exercise of this Warrant and
  (iii) use reasonable best efforts to obtain all such authorizations, exemptions or consents from any
  public regulatory body having jurisdiction thereof, as may be, necessary to
  enable the Company to perform its obligations under this Warrant.





11





	
 

	
 


	
 

	
 


	
 

	
          Before
  taking any action which would result in an adjustment in the number of Warrant
  Shares for which this Warrant is exercisable or in the Exercise Price, the
  Company shall obtain all such authorizations or exemptions thereof, or
  consents thereto, as may be necessary from any public regulatory body or
  bodies having jurisdiction thereof.







	
 

	
 


	
 

	
          e)
  Jurisdiction. All questions concerning the construction, validity,
  enforcement and interpretation of this Warrant shall be determined in
  accordance with the provisions of the Purchase Agreement.


	
 

	
 


	
 

	
          f)
  Restrictions. The Holder acknowledges that the Warrant Shares acquired
  upon the exercise of this Warrant, if not registered and the Holder does not
  utilize cashless exercise, will have restrictions upon resale imposed by
  state and federal securities laws.


	
 

	
 


	
 

	
          g)
  Nonwaiver and Expenses. No course of dealing or any delay or failure
  to exercise any right hereunder on the part of Holder shall operate as a
  waiver of such right or otherwise prejudice Holder’s rights, powers or
  remedies, notwithstanding the fact that all rights hereunder terminate on the
  Termination Date. If the Company willfully and knowingly fails to comply with
  any provision of this Warrant, which results in any material damages to the
  Holder, the Company shall pay to Holder such amounts as shall be sufficient
  to cover any costs and expenses including, but not limited to, reasonable
  attorneys’ fees, including those of appellate proceedings, incurred by Holder
  in collecting any amounts due pursuant hereto or in otherwise enforcing any
  of its rights, powers or remedies hereunder.


	
 

	
 


	
 

	
          h)
  Notices. Any notice, request or other document required or permitted
  to be given or delivered to the Holder by the Company shall be delivered in
  accordance with the notice provisions of the Purchase Agreement.


	
 

	
 


	
 

	
          i)
  Limitation of Liability. No provision hereof, in the absence of any
  affirmative action by Holder to exercise this Warrant to purchase Warrant
  Shares, and no enumeration herein of the rights or privileges of Holder,
  shall give rise to any liability of Holder for the purchase price of any
  Common Stock or as a stockholder of the Company, whether such liability is
  asserted by the Company or by creditors of the Company.


	
 

	
 


	
 

	
          j)
  Remedies. The Holder, in addition to being entitled to exercise all
  rights granted by law, including recovery of damages, will be entitled to
  specific performance of its rights under this Warrant. The Company agrees
  that monetary damages would not be adequate compensation for any loss
  incurred by reason of a breach by it of the provisions of this Warrant and
  hereby agrees to waive and not to assert the defense in any action for
  specific performance that a remedy at law would be adequate.





12





	
 

	
 


	
 

	
          k)
  Successors and Assigns. Subject to applicable securities laws, this
  Warrant and the rights and obligations evidenced hereby shall inure to the
  benefit of and be binding upon the successors and permitted assigns of the
  Company and the successors and permitted assigns of Holder. The provisions of
  this Warrant are intended to be for the benefit of any Holder from time to
  time of this Warrant and shall be enforceable by the Holder or holder of
  Warrant Shares.


	
 

	
 


	
 

	
          l)
  Amendment. This Warrant may be modified or amended or the provisions
  hereof waived with the written consent of the Company and the
  Holder. 


	
 

	
 


	
 

	
          m)
  Severability. Wherever possible, each provision of this Warrant shall
  be interpreted in such manner as to be effective and valid under applicable
  law, but if any provision of this Warrant shall be prohibited by or invalid
  under applicable law, such provision shall be ineffective to the extent of
  such prohibition or invalidity, without invalidating the remainder of such
  provisions or the remaining provisions of this Warrant.


	
 

	
 


	
 

	
          n)
  Headings. The headings used in this Warrant are for the convenience of
  reference only and shall not, for any purpose, be deemed a part of this
  Warrant.





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


(Signature Pages Follow)


13





          IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized as of the date first above indicated.


	
 

	
AMERICAN LORAIN CORPORATION


	
 

	
 


	
 

	
By:__________________________________________


	
 

	
 Name:


	
 

	
 Title:





14





NOTICE OF EXERCISE


TO: AMERICAN LORAIN
CORPORATION


                    (1)
The undersigned hereby elects to purchase
________ Warrant Shares of the Company pursuant to the terms of the attached
Warrant (only if exercised in full), and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.


                    (2)
Payment shall take the form of (check
applicable box):


	
 

	
 


	
 

	
[ ] in lawful money of the United States; or


	
 

	
 


	
 

	
[ ] [if permitted] the cancellation of such number
  of Warrant Shares as is necessary, in accordance with the formula set forth
  in subsection 2(c), to exercise this Warrant with respect to the maximum
  number of Warrant Shares purchasable pursuant to the cashless exercise
  procedure set forth in subsection 2(c).





                    (3)
Please issue a certificate or certificates representing said Warrant Shares in
the name of the undersigned or in such other name as is specified below:


_______________________________


The Warrant Shares shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:


_______________________________


_______________________________


_______________________________


                    (4)
Accredited Investor. Unless the undersigned exercises this Warrant by
cashless exercise pursuant to Section 2(c) of the Warrant, the undersigned
hereby represents and warrants that it is an “accredited investor” as defined
in Regulation D promulgated under the Securities Act of 1933, as amended, and
satisfies the criteria set forth in Rule 501(a) therein.


                    (5)
Legend. Unless otherwise permitted under the Securities Purchase
Agreement, dated October __, 2009, by and between the Company and each
purchaser signatory thereto, the certificates representing these securities
will bear a legend restricting transfer under the Securities Act and applicable
state securities laws.


[SIGNATURE OF HOLDER]


Name of Investing Entity:
________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity:
_________________________________________________


Name of Authorized Signatory:
___________________________________________________________________


Title of Authorized Signatory:
____________________________________________________________________


Date:
________________________________________________________________________________________


15





ASSIGNMENT FORM


(To assign the
foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)


                    FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and
all rights evidenced thereby are hereby assigned to


_______________________________________________ whose
address is


_______________________________________________________________.


_______________________________________________________________


Dated:
______________, _______


	
 

	
 

	
 


	
 

	
Holder’s Signature:

	
_____________________________


	
 

	
Holder’s Address:

	
_____________________________


	
 

	
 

	
_____________________________





Signature Guaranteed:
___________________________________________


NOTE: The signature to this Assignment Form must correspond with the
name as it appears on the face of the Warrant, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the
foregoing Warrant.


16