[ERIC M. LERNER September 30, 2010 Re: American Lorain Corporation Form 10-K for the Fiscal Year Ended December 31, 2009 Filed April 30, 2010 Form 10K/A for the Fiscal Year Ended December 31, 2009 Filed April 30, 2010 File No. 1-34449 Dear Mr. Stertzel: Please advise me to confirm the Staffs granting of the extension to respond to October 26,]
[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the liabilities of]
[.FormData {color: blue; background-color: white; font-size: small; font-family: Times, serif;} .FormDataC {color: blue; background-color: white; font-size: small; font-family: Times, serif; text-align: center;} .FormDataR {color: blue; background-color: white; font-size: small; font-family: Times, serif; text-align: right;} .SmallFormData {color: blue; background-color: white; font-size: x-small; font-family: Times, serif;} .FootnoteData {color: green; background-color: white; font-size: x-small; font-family: Times, serif;} .FormNumText {font-size: small; font-weight: bold; font-family:]
[.FormData {color: blue; background-color: white; font-size: small; font-family: Times, serif;} .FormDataC {color: blue; background-color: white; font-size: small; font-family: Times, serif; text-align: center;} .FormDataR {color: blue; background-color: white; font-size: small; font-family: Times, serif; text-align: right;} .SmallFormData {color: blue; background-color: white; font-size: x-small; font-family: Times, serif;} .FootnoteData {color: green; background-color: white; font-size: x-small; font-family: Times, serif;} .FormNumText {font-size: small; font-weight: bold; font-family:]
[-1- -2- -3- -4- -5- -6- -7- -8- -9- -10-] [FORM 8-K CURRENT REPORT September 13, 2010 Date of Report (date of earliest event reported) SKYPEOPLE FRUIT JUICE, INC. Florida 000-32249 98-0222013 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number) 16F, National Development Bank Tower , No. 2, Gaoxin 1st Road, Xi’an, China 011-86-29-88377216 Not Applicable (Former name or former address, if changed since last report) o o]
[-1- -2- -3- -4- -5- -6- -7- -8- -9- -10-] [FORM 8-K CURRENT REPORT September 13, 2010 Date of Report (date of earliest event reported) SKYPEOPLE FRUIT JUICE, INC. Florida 000-32249 98-0222013 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number) 16F, National Development Bank Tower , No. 2, Gaoxin 1st Road, Xi’an, China 011-86-29-88377216 Not Applicable (Former name or former address, if changed since last report) o o]
[EXECUTION COPY SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. DEFINITIONS 1.1 Definitions Acquiring Person] [EXECUTION COPY MAKE GOOD ESCROW AGREEMENT "Make Good Agreement" "Company" Purchaser "Purchasers" Make Good Pledgor "Escrow Agent" This Make Good Escrow Agreement (the "Securities Purchase Agreement" "Offering" Common Stock WHEREAS, the Company and the Purchasers have entered into that certain Securities Purchase Agreement, dated September 9, 2010 (the WHEREAS, all capitalized terms used but not defined herein which are defined] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT "Agreement" "Company" "Purchasers" This Registration Rights Agreement (this "Purchase Agreement" This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers party thereto (the The Company and Purchasers hereby agree as follows: 1. Definitions 2010 Delivery Date 2011 Delivery Date 2012 Delivery Date] [EXECUTIVE COPY STOCKHOLDER AGREEMENT Agreement Corporation Stockholder Purchaser Purchasers STOCKHOLDER AGREEMENT, dated as of September 9, 2010 (this BACKGROUND Purchase Agreement NOW, THEREFORE, 1. Definitions For the purposes of this Agreement, the terms listed below shall be defined as follows: Offered Stock means the shares of Stock that are the subject of a proposed Transfer described in this Agreement.] [American Lorain Announces $9.6 Million Private Placement to Support JUNAN COUNTY, China, September 13 -- American Lorain Corporation, an international processed foods company based in Shandong Province, Peoples Republic of China, announced today that it sold 3,440,800 shares of its Common Stock to Tongley Investment Ltd. and several accredited investors in a private placement transaction, at a price of $2.80] [FORM 8-K CURRENT REPORT September 9, 2010 Date of report (Date of earliest event reported) AMERICAN LORAIN CORPORATION Nevada 001-34449 87-0430320 (State or other jurisdiction of (I.R.S. employer incorporation) identification no.) Beihuan Road (86) 539-7318818 Item 1.01 Entry Into a Material Definitive Agreement Securities Purchase Agreement In connection with this transaction, the Company was obligated to pay Rodman & Renshaw,]
[EXECUTION COPY SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. DEFINITIONS 1.1 Definitions Acquiring Person] [EXECUTION COPY MAKE GOOD ESCROW AGREEMENT "Make Good Agreement" "Company" Purchaser "Purchasers" Make Good Pledgor "Escrow Agent" This Make Good Escrow Agreement (the "Securities Purchase Agreement" "Offering" Common Stock WHEREAS, the Company and the Purchasers have entered into that certain Securities Purchase Agreement, dated September 9, 2010 (the WHEREAS, all capitalized terms used but not defined herein which are defined] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT "Agreement" "Company" "Purchasers" This Registration Rights Agreement (this "Purchase Agreement" This Agreement is made in connection with the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers party thereto (the The Company and Purchasers hereby agree as follows: 1. Definitions 2010 Delivery Date 2011 Delivery Date 2012 Delivery Date] [EXECUTIVE COPY STOCKHOLDER AGREEMENT Agreement Corporation Stockholder Purchaser Purchasers STOCKHOLDER AGREEMENT, dated as of September 9, 2010 (this BACKGROUND Purchase Agreement NOW, THEREFORE, 1. Definitions For the purposes of this Agreement, the terms listed below shall be defined as follows: Offered Stock means the shares of Stock that are the subject of a proposed Transfer described in this Agreement.] [American Lorain Announces $9.6 Million Private Placement to Support JUNAN COUNTY, China, September 13 -- American Lorain Corporation, an international processed foods company based in Shandong Province, Peoples Republic of China, announced today that it sold 3,440,800 shares of its Common Stock to Tongley Investment Ltd. and several accredited investors in a private placement transaction, at a price of $2.80] [FORM 8-K CURRENT REPORT September 9, 2010 Date of report (Date of earliest event reported) AMERICAN LORAIN CORPORATION Nevada 001-34449 87-0430320 (State or other jurisdiction of (I.R.S. employer incorporation) identification no.) Beihuan Road (86) 539-7318818 Item 1.01 Entry Into a Material Definitive Agreement Securities Purchase Agreement In connection with this transaction, the Company was obligated to pay Rodman & Renshaw,]
