American Lorain Corp.: Exhibit 10.6 - Filed by newsfilecorp.com






Exhibit 10.6

	


REITERATIVE SHARE PURCHASE AGREEMENT 

 

    


BY AND BETWEEN: 

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


(Hereinafter referred to as “Seller”), 

ON THE ONE HAND, 

AND 

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



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

ON THE OTHER HAND 

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





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RECITALS 

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





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





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

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



	
  Sojafrais, a company under French law, with registered offices at Chemin
  de Kerlebert 56530 Queven (France)
  

	
  SCI SIAM, a real estate company under French law, with registered offices
  at Chemin de Kerlebert 56530 Queven (France)
  

	
  SCI GIU LONG, a real estate company under French law, with registered
  offices at Chemin de Kerlebert 56530 Queven (France)
  

	
  and CACOVIN, a company under Portuguese law, with registered offices at
  Zona Industrial de Vinhais, lote 13/15, 5320 338 Vinhais (PORTUGAL) 



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

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

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

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












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

	



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


ARTICLE 1: DEFINITIONS 


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


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


“Agreement Date” means the date of the Agreement. 


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


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


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


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


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


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


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


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


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











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


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


ARTICLE 2: PURCHASE AND SALE 


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


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


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


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


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


ARTICLE 4: PURCHASE PRICE OF THE SHARES 


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











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


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


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

	

International identification number:

BIC: CMCIFRPP  IBAN: FR76 3006 6108 7900 0200 2730 322  

  


	

Reference of the funds transfer: 

00255/130768811/2582 CONSERVERIE MINERVE/AMERICAN LORAIN 

  



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


ARTICLE 5: DELIVERIES 


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

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

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

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

	



ARTICLE 6: REPRESENTATION AND WARRANTIES


The Seller hereby warrants and represents: 


(i) Organisation and Standing 


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











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(ii) Restrictions on Shares 


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


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


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



(iii) Financial statement and additional warranties 


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


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


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


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


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


(iv) Representations and Warranties of the Seller and Purchaser 


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











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(v) Purchaser acknowledgment  


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


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


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


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


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


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


ARTICLE 8: GENERAL PROVISIONS 


8.1   Waivers and Amendments 


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


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


8.2   Confidentiality - Public Announcements 











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


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


8.3   Assignment 


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


8.4   Entire Agreement 


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


8.5   No Third-Party Beneficiaries 


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


8.6   Expenses 


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


8.7   Notices 


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











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8.8   Headings 


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


8.9   Severability 


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


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


8.10   Governing Law; Jurisdiction 


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


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


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


8.11.   Language 


This Agreement is drafted in English. 


8.12   Miscellaneous 


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


ARTICLE 9: ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS 


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


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






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

Date: February 7th, 2014 

 

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