8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  December 28, 2010

Shiner International, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-33960	98-0507398
(State or Other Jurisdiction of Incorporation)	(Commission  File Number)	(IRS Employer  Identification No.)

19/F, Didu Building, Pearl River Plaza, No. 2 North Longkun Road

Haikou, Hainan Province, China 570125

(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code:       86-898-68581104

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

 

Item 1.01                   Entry into a Material Definitive Agreement.

On December 28, 2010, Shiner International, Inc. (the “Company”) entered into one or more Securities Purchase Agreements (as defined below) with a number of accredited investors (each an “Investor” and, collectively, the “Investors”) in connection with a private placement transaction providing for, among other things, the issuance of up to 3,333,333 units (the “Units”), with each Unit consisting of one share of the common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Shares”) and a warrant to purchase twenty percent (20%) of one (1) share of the Common Stock at an exercise price of $1.70 per share (the “Warrants”), at a purchase price of $1.20 per Unit (the “Offering Price”) for an aggregate offering of a minimum of $3,000,000 and up to a maximum of $4,000,000 (the “Offering”). At the closing of the Offering, the Company issued approximately 2.6 million Units and received gross proceeds in the amount of $3.13 million.  As a result of the issuance of the Shares and, assuming exercise of the Warrants and issuance of the shares issuable upon such exercise (the “Warrant Shares”), Investors shall receive or be entitled to receive an aggregate of 3,130,000 shares of Common Stock.

The transaction documents memorializing the financing include a Securities Purchase Agreement for Non-US Persons and a Regulation D Securities Purchase Agreement (collectively, the “Securities Purchase Agreement”), the Warrants, a Registration Rights Agreement and various ancillary certificates and exhibits in support thereof. Roth Capital Partners LLC provided financial advisory services to Shiner in conjunction with the financing and received compensation in the aggregate amount of $75,000.

The following is a brief summary of each of the Securities Purchase Agreement, the Warrants and the Registration Rights Agreement. These summaries are not complete, and are qualified in their entirety by reference to the full text of the agreements or forms of the agreements, which are attached as exhibits to this Current Report on Form 8-K. Readers should review those agreements or forms of agreements for a more complete understanding of the terms and conditions associated with this transaction.  The only difference in the Securities Purchase Agreement for Non-US Persons and the Regulation D Securities Purchase Agreement is in the representations and warranties made by the Investor.

SECURITIES PURCHASE AGREEMENT

The Securities Purchase Agreement provides for the purchase by the Investors and the sale by the Company of Units, each Unit consisting of a Share and a Warrant to purchase 20% of a Share of Common Stock. The Securities Purchase Agreement contains representations and warranties of the Company and the Investors which are typical for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement may be qualified by reference to certain exceptions contained in disclosure schedules delivered to the Investors. Accordingly, the representations and warranties contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those disclosure schedules, if any, and the documentation surrounding the transaction as a whole.  The Securities Purchase Agreement contains covenants on the part of the Company which are typical for transactions of this type.

WARRANTS

The Warrants entitle the Investors to purchase up to an aggregate of 521,664 Shares of Common Stock. The Warrants are exercisable in whole or in part upon issuance and will remain exercisable for a twenty seven month period.  The exercise price of the Warrants is $1.70 per share of common stock, subject to adjustment in certain circumstances as set forth in the form of Warrant.

REGISTRATION RIGHTS AGREEMENT

The Registration Rights Agreement requires the Company to file a registration statement on Form S-1 (the “Registration Statement”) for the resale of the Shares and the Warrant Shares. The Registration Statement must be filed by February 28, 2011 and be deemed effective by the Securities and Exchange Commission (the “Commission”) on or before June 27, 2011.  The Registration Statement must remain effective and available for use until earlier of the date all of the securities covered by the registration statement have been sold or may be sold pursuant to Rule 144 free of volume limitations.

If (i) the Registration Statement is not filed on or before February 28, 2011, (ii) the Company fails to file a request for acceleration in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (iii) the Registration Statement is not declared effective by June 27, 2011 as a result of a failure of the Company to meet its obligations or, (iv) following effectiveness, ceases to remain continuously effective or available to the Investors for a defined period of time (collectively, the “Event”), the Company is required to pay liquidated damages in an amount equal to 1.5% of the purchase price of all registrable securities then held by the Investors and still subject to Rule 144 volume limitations for each thirty (30) calendar day period until the Event is cured, subject to a cap of 10%.  The Registration Rights Agreement provides for customary indemnification for the Company and the Investor.

This summary is not complete, and is qualified in its entirety by reference to the full text of the agreement or form of the agreement, which is attached as an exhibit to this Current Report on Form 8-K. Readers should review that agreement or form of agreement for a more complete understanding of the terms and conditions associated with this transaction.

The Securities Purchase Agreement for Non-US Persons, the Securities Purchase Agreement. the Registration Rights Agreement and a form of Warrant are attached as Exhibits 10.11, 10.12, 10.13 and 10.14, respectively, to this Current Report on Form 8-K. The above descriptions are qualified by reference to the complete text of the documents and agreements described. However, those documents and agreements, including without limitation the representations and warranties contained in those documents, are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended.

Item 3.02 Unregistered Sales of Equity Securities

On December 28, 2010, the Company agreed to issue the Shares and Warrants described in Item 1.01 of this Current Report on Form 8-K in exchange for aggregate gross proceeds of $3.13 million on the closing of the transactions described in the Securities Purchase Agreement. The Warrants are immediately exercisable, expire on the twenty seven month anniversary of their issuance and entitle their holders to purchase up to 521,664 shares of Common Stock at an initial exercise price of $1.70 per share, subject to adjustment as described in Item 1.01. The details of this transaction are described in Item 1.01, which is incorporated in its entirety by this reference into this Item 3.02.

The Shares and the Warrants were issued to accredited investors in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, as well as Regulation D and Regulation S promulgated by the Commission thereunder.

Item 9.01                   Financial Statements and Exhibits.

(d)           Exhibits

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
10.11	Securities Purchase Agreement for Non-US Persons, dated as of December 28, 2010, between the Company and the Investors thereto
10.12	Securities Purchase Agreement, dated as of December 28, 2010, between the Company and the Investors thereto
10.13	Form of Warrant of the Company
10.14	Registration Rights Agreement, dated as of December 28, 2010, by and between the Company and the Investors
99.1	Press Release of Shiner International, Inc., dated December 29, 2010.

SIGNATURE

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

Dated:  December 29, 2010

SHINER INTERNATIONAL, INC.
By:	/s/ Qingtao Xing
	Qingtao Xing
	President & Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
10.11	Securities Purchase Agreement for Non-US Persons, dated as of December 28, 2010, between the Company and the Investors thereto
10.12	Securities Purchase Agreement, dated as of December 28, 2010, between the Company and the Investors thereto
10.13	Form of Warrant of the Company
10.14	Registration Rights Agreement, dated as of December 28, 2010, by and between the Company and the Investors
99.1	Press Release of Shiner International, Inc., dated December 29, 2010

EX-10.11

EXHIBIT 10.11

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

SECURITIES PURCHASE AGREEMENT

FOR NON-US PERSONS

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2010, by and among Shiner International, Inc., a Nevada corporation, with headquarters located at 19/F, Didu Building, Pearl River Plaza, No. 2 North Longkun Road, Haikou, Hainan Province, China 570125 (the ”Company”), and the investors listed on the Schedule of Investors attached hereto (individually, a “Investor” and collectively, the “Investors”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 903 of Regulation S promulgated thereunder, the Company desires to offer, issue and sell to the Investors, and the Investors, severally and not jointly, desire to purchase from the Company, up to 3,333,333 units (the “Units”), with each Unit consisting of one share of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Shares”) and a warrant to purchase twenty percent (20%) of one (1) share of Common Stock at an exercise price of $1.70 per share (the “Warrants”), at a purchase price of $1.20 per Unit (the “Offering Price”) for an aggregate offering of a minimum of $3,000,000 and up to a maximum of $4,000,000 (the “Offering”).  The Units, Shares, Warrants and shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”) are collectively referred to herein as the “Securities.”

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Company and each of the Investors agree as follows:

1.           PURCHASE AND SALE OF UNITS.

(a) Purchase of Units.

(i)           Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Investor, and each Investor severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), the number of Units set forth opposite such Investor’s name on the Schedule of Investors (the “Closing”).

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(ii)           Closing. The date and time of the Closing (the “Closing Date”) shall be the first business day following notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at the offices of Stevens & Lee P.C., 1818 Market Street, 29th Floor, Philadelphia, PA 19103 (or such other place as mutually agreed upon by the parties hereto). By agreement of the parties hereto, the Closing may be alternatively accomplished by facsimile transmission to the respective offices of legal counsel for the parties of the requisite documents, duly executed where required, with originals to be delivered by overnight courier service on the next business day following the Closing Date.

(iii)           Purchase Price. The aggregate purchase price for the Units to be purchased by each Investor at the Closing (the “Purchase Price”) shall be the amount set forth opposite such Investor’s name in the Schedule of Investors. The minimum investment for each Investor shall be 8,000 Units, for a minimum Purchase Price of $10,000.

(b)           Form of Payment. On the Closing Date, (i) each Investor shall pay its Purchase Price for the Shares and the Warrants to be issued and sold to such Investor at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions to be delivered to the Investor, and (ii) the Company shall deliver to each Investor the Shares and the Warrants, in each case duly executed on behalf of the Company and registered in the name of such Investor or its designee.

2.           INVESTOR’S REPRESENTATIONS AND WARRANTIES.  The Investor hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

(a)           The Investor understands that the Units are being offered and sold in reliance on an exemption from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Units.  In this regard, the Investor represents and warrants to and agrees with the Company as follows:

(i)           The Investor has (x) carefully reviewed this Agreement and the Confidential Purchaser Questionnaire attached as Exhibit “A” hereto, the Form of Warrant attached as Exhibit “B” hereto and the Registration Rights Agreement attached as Exhibit “C” hereto, as well as all of the Company’s filings with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), copies of which may be accessed through the “SEC Filings” tab on the Company’s website at http://www.shinerinc.com/html/investor.asp (the “’34 Act Filings”), and (y) understands the information contained in each such document including, but not limited to, the ’34 Act Filings.

(ii)           The Investor has full power and authority to enter into this Agreement and each of the Transaction Documents, the execution and delivery of this Agreement and the Transaction Documents has been duly authorized, if applicable, and this Agreement and the Transaction Documents constitute a valid and legally binding obligation of the Investor.

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(iii)           All documents, records and books pertaining to the Company and/or this investment that the Investor has requested have been made available for inspection by him and/or his attorney, accountant and other advisor(s);

(iv)           The Investor and/or the Investor’s advisors, if any, have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Company concerning the offering of the Units and all such questions have been answered and all such information has been provided to the full satisfaction of the Investor;

(v)           Neither the Investor nor the Investor’s advisors, if any, have been furnished any offering literature other than this Agreement and the exhibits attached hereto and the Investor and the Investor’s advisors, if any, have relied only on the information contained in this Agreement, the exhibits attached hereto and the ’34 Act Filings, and the information, as described in subparagraphs (ii) and (iii) above, furnished or made available to them by the Company;

(vi)           No oral or written representations have been made and no oral or written information has been furnished to the Investor or the Investor’s advisors, if any, in connection herewith that were in any way inconsistent with the information set forth in this Agreement, the exhibits attached hereto and the ’34 Act Filings;

(vii)           The Investor is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting;

(viii)           The Investor acknowledges that he has conducted his own independent evaluation of the Company and has analyzed the risks associated with an investment in the Units and has based the decision to invest in the Units on the results of this evaluation and analysis;

(ix)           The Investor’s overall commitment to investments that are not readily marketable is not disproportionate to the Investor’s net worth and the Investor’s investment in the Company will not cause such overall commitment to become disproportionate to the Investor’s net worth;

(x)           If the Investor is a natural person, the Investor has reached the age of majority in the jurisdiction in which the Investor resides, has adequate net worth and means of providing for the Investor’s current financial needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Units for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment;

(xi)           The address set forth below is the Investor’s true and correct residence (or, if not an individual, domiciliary) address;

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(xii)           The Investor (A) has such knowledge of, and experience in, business and financial matters so as to enable him to utilize the information made available to him in connection with the offering of the Units in order to evaluate the merits and risks of an investment in the Units and to make an informed investment decision with respect thereto, (B) the Investor has carefully evaluated the risks of investing and (C) has the capacity, either alone, or with a professional advisor, to protect his own interests in connection with a purchase of the Units;

(xiii)           The Investor is not relying on the Company with respect to the economic considerations of the Investor relating to this investment.  In regard to such considerations, the investor has relied on the advice of, or has consulted with, only his own advisors.  The Investor recognizes that the information furnished by the Company does not constitute investment, accounting, legal or tax advice.  The Investor is relying on professional advisors for such advice;

(xiv)           The Investor is acquiring the Units solely for his own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units. Further, the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Units for which the Investor is subscribing or any part of the Units;

(xv)           Any resale of the Securities during the ‘distribution compliance period’ as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further, any such sale of the Securities in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.  The Investor will not offer to sell or sell the Securities in any jurisdiction unless the Investor obtains all required consents, if any.

(xvi)           The Units are being offered and sold in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Units.  In this regard, the Investor represents, warrants and agrees that:

1.   The Investor is not a U.S. Person and is not an Affiliate of the Company and is not acquiring the Securities for the account or benefit of a U.S. Person.  

2.   At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Investor was outside of the United States.

3.   The Investor will not, during the period commencing on the date of issuance of the Securities and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Securities in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

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4.   The Investor will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Securities only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

5.   The Investor was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Securities, including without limitation, any put, call or other option transaction, option writing or equity swap.

6.   Neither the Investor nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Securities and the Investor and any person acting on his behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

7.   The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

8.   Neither the Investor nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Securities.  The Investor agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

(xvii)       The Investor understands that the certificate(s) evidencing ownership of the Shares and the Warrant Shares and the Warrants will each bear a restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities):

THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.

TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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(xviii)      The Investor understands that, except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) the Investor shall have delivered to the Company an opinion of counsel selected by the Investor, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration and (ii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(xix)           The Investor understands that the Securities have not been registered under the Securities Act or any state securities laws, and may not be sold or transferred unless (x) such sale or transfer is subsequently registered thereunder; (y) the Investor shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (z) the securities are sold pursuant to an available exemption from registration;

(xx)           The Investor understands that the price of the Units has been determined arbitrarily by the Company and may not be indicative of the true value of the Units.  The Investor understands that no assurances can be given that the Shares, the Warrants or the Warrant Shares could be resold by the Subscriber for the Purchase Price or any price and he has made an independent determination of the fairness of the Purchase Price; and

(xxi)           The Investor has completed and returned to the Company a Confidential Purchaser Questionnaire.  The information provided by the Investor in the Confidential Purchaser Questionnaire is true and correct and the Investor understands that the Company is relying upon such information in connection with the purchase of the Units by the Investor.

(b)           The Investor recognizes that an investment in the Units involves a number of significant risks including, but not limited to, those risks described in the ’34 Act Filings.

(c)           The Investor understands that no federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this investment in the Units.

(d)           All information that the Investor has heretofore furnished and furnishes herewith to the Company are true, correct and complete as of the date of execution of this Agreement and if there should be any material change in such information prior to the Closing, the Investor will immediately furnish such revised or corrected information to the Company.

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(e)           The Investor acknowledges and agrees that the Company intends to pay 3CM Partners, Inc. at final Closing an amount equal to $165,000 in the aggregate for pre-transaction services, including but not limited to due diligence and structuring, and, reimbursement for out-of-pocket expenses and Investor legal fees.

(f)           The foregoing representations, warranties and agreements, together with all other representations and warranties made or given by the Investor to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the Closing as if made on and as of such date and shall survive such date.  If more than one Investor is signing this Agreement, each representation, warranty and undertaking herein shall be the several and not joint representation, warranty and undertaking of such Investors.

3.           COMPANY’S REPRESENTATIONS AND WARRANTIES.  The Company hereby acknowledges, represents and warrants to, and agrees with, the Investor as follows:

(a)           Organization, Qualification. Each of the Company and its “Significant Subsidiaries” (which for purposes of this Agreement means any joint venture or any entity in which the Company, directly or indirectly, owns a majority of the capital stock or holds a majority equity or similar interest) is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Significant Subsidiary is in violation of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and its Significant Subsidiaries is duly qualified to conduct its business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary. The Company has no Significant Subsidiaries except as set forth in ’34 Act Filings.

(b)           Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the “Transaction Documents” (which is defined to include this Agreement, the Share certificate, the Warrant, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder) and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby, including, without limitation, the issuance of the Securities and the reservation for issuance and the issuance of the Shares and the Warrant Shares, have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith.  Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(c)           No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby including, without limitation, the issuance of the Securities and the reservation for issuance and the issuance of the Shares and the Warrants Shares, do not and will not:

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(i)           conflict with or violate any provision of the Company’s or any Significant Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents;

(ii)           conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Significant Subsidiary debt or otherwise) or other understanding to which the Company or any Significant Subsidiary is a party or by which any property or asset of the Company or any Significant Subsidiary is bound or affected; or

(iii)           result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Significant Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or any Significant Subsidiary is bound or affected.

(d)           No Consent, Etc. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (to the extent required):

(i)           the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement;

(ii)           filings required by state securities laws; and

(iii)           those that have been made or obtained prior to the date of this Agreement.

The Company and its Significant Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration or filings pursuant to the preceding clauses.  The Company is not in violation of the rules of the Nasdaq Capital Market (the “Principal Market”) and has no knowledge of any facts that would reasonably lead to the termination or suspension of the trading of the Common Stock in the foreseeable future.

(e)           The Units have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and encumbrances.  The Company has reserved from its duly authorized Common Stock, the Shares and such number of additional shares of Common Stock as equal 125% of the Warrant Shares issuable as of the date hereof. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and sale by the Company of the Securities is exempt from registration under the Securities Act.

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(f)           None of the Company, any of its affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. Neither the Company, nor any of its Significant Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

(g)           Equity Capitalization.  As of the date hereof, the authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, of which as of the date hereof, 24,688,155 are issued and outstanding and 1,760,050 shares are reserved for issuance (other than the Units, the Shares and the Warrants).   All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable.  Except as disclosed in the '34 Act Filings: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) no shares of Common Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Significant Subsidiaries; (iii) there are no agreements or arrangements under which the Company or any of its Significant Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement); (iv) there are no outstanding securities or instruments of the Company or any of its Significant Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Significant Subsidiaries is or may become bound to redeem a security of the Company or any of its Significant Subsidiaries; and (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities.

(h)           Exchange Act Filings. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, since September 30, 2009, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including the ’34 Act Filings.  The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Company’s Form 10-K for the year ended December 31, 2009, including the accompanying financial statements, and it’s Form 10-Qs for the first three quarters of 2010 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of these filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the ’34 Act Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Significant Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

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(i)           Absence of Certain Events, Liabilities, etc. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Significant Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.  Except as disclosed in the ’34 Act Filings, neither the Company nor any of its Significant Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s or its Significant Subsidiaries respective businesses since December 31, 2009 and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on the Company or its Significant Subsidiaries.  As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Significant Subsidiaries, taken as a whole, or on the transactions contemplated hereby and the other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

(j)           Indebtedness.  Except as disclosed in the ’34 Act Filings, neither the Company nor any of its Significant Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.  For purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP.  Neither the Company nor any Significant Subsidiary is in default with respect to any Indebtedness.

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(k)           Foreign Corrupt Practices Act.  Neither the Company nor any of its Significant Subsidiaries nor any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Significant Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Significant Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(l)           Related Transactions.  Except as set forth in the Company’s ‘34 Act Filings, none of the officers, directors or employees of the Company or any of its Significant Subsidiaries is presently a party to any transaction with the Company or any of its Significant Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Significant Subsidiaries, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

(m)           Title to Assets.  Each of the Company and its Significant Subsidiaries has good and marketable title to all of its real and personal property reflected in its most recent Form 10-K, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those disclosed in such Form 10-K or its Form 10-Qs thereafter filed with the SEC or such that, individually or in the aggregate, do not cause a Material Adverse Effect.  All said leases of the Company and each of its Significant Subsidiaries are valid and subsisting and in full force and effect.

(n)           Litigation. Except as set forth in the  ‘34 Act Filings, there is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Significant Subsidiaries, the Common Stock or any of the Company’s Significant Subsidiaries or any of the Company’s or its Significant Subsidiaries’ officers or directors.

(o)           Insurance. The Company and each of its Significant Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Significant Subsidiaries are engaged.  Neither the Company nor any such Significant Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Significant Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(p)           Tax Matters.   There are no federal, state, county or local taxes due and payable by the Company or any of its Significant Subsidiaries which have not been paid.  The provisions for taxes on the most recent balance sheet of the Company are sufficient for the payment of all accrued and unpaid federal, state, county and local taxes of the Company whether or not assessed or disputed as of the respective dates of such balance sheets.  The Company and each of its Significant Subsidiaries has duly filed all federal, state, county and local tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.  Neither the Company nor any Significant Subsidiary is presently subject to a federal or state tax audit of any kind.

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(q)           Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.

(r)           OFAC.  None of the Company or any of its Significant Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of any of the Company or any of its Significant Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Units, or lend, contribute or otherwise make available such proceeds to any Significant Subsidiary, joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

(s)           Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information.  The Company understands and confirms that each of the Investors will rely on the foregoing representations in effecting transactions in securities of the Company.

4.           COVENANTS.

(a)           Efforts to Satisfy Conditions. Each party shall use its commercially reasonable efforts to satisfy each of the conditions to be satisfied by it as provided in Sections 8 and 9 of this Agreement.

(b)           Reporting Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold all the Warrant Sharesand none of the SharesorWarrants is outstanding (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

(c)           Financial Information. Unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, the Company agrees to send the following to each Investor during the Reporting Period (i) within five (5) Business Days (as defined herein) after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Securities Act, (ii) within one (1) Business Day after the release thereof, facsimile copies of all material press releases issued by the Company or any of its Significant Subsidiaries, (iii) within two (2) Business Days after the release thereof, facsimile copies of all other press releases issued by the Company and (iv) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

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(d)           Listing. The Company shall use its commercially reasonable efforts to promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the common stock is then listed (subject to official notice of issuance) and shall use its commercially reasonable efforts to maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall use its commercially reasonable efforts to maintain the common stock’s authorization for quotation on the Principal Market. The Company shall not, nor shall it cause or permit any of its Significant Subsidiaries to, take any action that would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(d).

(e)           Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by the Investor) relating to or arising out of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Agent. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Investor.  Without limiting the foregoing, the Company agrees to pay to 3CM Partners Inc. at the final Closing an amount not to exceed $210,000 in the aggregate for pre-transaction services, including but not limited to due diligence and structuring, and, reimbursement for out-of-pocket expenses and Investor legal fees.

(f)           Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by the Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Investor shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(a)(xviii) hereof; provided that the Investor and its pledgee shall be required to comply with the provisions of Section 2(a)(xviii) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by the Investor.

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(g)           Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, onthe first Trading Day following the date hereof, the Company shall issue a press release describing the terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York Time, onthe fourth Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Shares, the form of Warrant, and the Registration Rights Agreement as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the Closing, the Investor shall not be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents, that is not disclosed in this Agreement or the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents, not to, provide the Investor with, and the Investor shall not request, any material, nonpublic information regarding the Company from and after the Closing without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company or any of its officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to request the Company to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company or any of its officers, directors, employees or agents. The Investor shall not have any liability to the Company or any of its officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency or the Principal Market, without the prior written consent of such Investor, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Principal Market regulations or any order of any court or other governmental agency, in which case the Company shall provide such Investor with prior notice of such disclosure.

(h)           Integration. None of the Company or its affiliates and any Person acting on their behalf will take any action or steps referred to in Section 3(f) that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be integrated with other offerings.

(i)           Holding Period. For the purposes of Rule 144, the Company acknowledges that the holding period of the Warrant Shares may be tacked onto the holding period of the Warrants (in the case of Cashless Exercise (as defined in the Warrants)) and the Company agrees not to take a position contrary to this Section 4(j).

(j)           Use of Proceeds. The Company intends to use the net proceeds from the Offering for general corporate and working capital purposes, as well as possible acquisitions and not for any other reason.  .

(k)           Reservation of Shares.  The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than (i) 100% of the number of Shares issuable hereunder and (ii) 125% of the Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

(l)           Conduct of Business.  The business of the Company and its Significant Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

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(m)           New Auditor.  The Company shall engage a new independent public accounting firm (the “New Auditor”) reasonably acceptable to the Majority Investors to conduct the Company’s audit for its fiscal year ending December 31, 2011. The Company shall obtain the written consent of the Majority Investors prior to engaging the New Auditor, which consent shall not be unreasonably withheld.  For purposes hereof, “Majority Investors” shall mean the Investor or Investors holding a majority of the shares of Common Stock issued pursuant to this Agreement. 

5.           INDEMNIFICATION.

(a)           In addition to all rights and remedies available to each Investor at law or in equity, the Company hereby agrees to indemnify and fully defend, save and hold each Investor and subsequent holder of the Units and the securities underlying the Units, and their partners, members, directors, officers, employees, agents, successors and assigns (collectively, the “Investor Indemnified Parties”) harmless from and against any and all losses (including, without limitation, diminutions in value), liabilities, obligations, damages, claims, causes of action, judgments, assessments, penalties, costs and expenses, deficiencies, interest, penalties or fines, which shall arise at any time or from time to time whether or not arising out of any claims by or on behalf of any other Person, including the reasonable fees, expenses, disbursements and all reasonable amounts paid in investigation, defense, settlement of any of the foregoing of one firm of attorneys and one firm of each other type of professionals (collectively, “Losses”) based upon, attributable to, in connection with, relating or incidental to or resulting from:

(i)          the misrepresentation or breach of any representation or warranty of the Company set forth in the Transaction Documents;

(ii)         the nonfulfillment or breach of any covenant on the part of the Company under any Transaction Document; or

(iii)        any action, demand, proceeding, investigation or claim by any third-party (including, without limitation, governmental agencies) against or affecting the Company or any Significant Subsidiary which, if successful, would give rise to or evidence the existence of or related to a breach of (i) any of the representations or warranties at the time made or (ii) covenants of the Company.

(b)           In the event that any third-party legal proceedings shall be instituted or any third-party claim or demand (a “Claim”) shall be asserted by any Person in respect of which payment may be sought under this Section 5, the Investor Indemnified Party shall promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Company.  The Company shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to assume the defense of, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If the Company elects to assume the defense of, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within five days of receipt of written notice of the assertion of a Claim (or sooner, if the nature of the Claim so requires) notify the Investor Indemnified Party of its intent to do so.  If the Company elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder or fails to notify the Investor Indemnified Party of its election as herein provided or contests its obligation to indemnify the Investor Indemnified Party for such Losses under this Agreement, the Investor Indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim.  If the Investor Indemnified Party defends any Claim, then the Company shall reimburse the Investor Indemnified Party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the Company shall assume the defense of any Claim, the Investor Indemnified Party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such Investor Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Company if, (i) so requested by the Company to participate or (ii) in the reasonable opinion of counsel to the Investor Indemnified Party, a conflict or potential conflict exists between the Investor Indemnified Party and the Company that would make such separate representation advisable.  The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim.

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(c)           Any indemnification of any Investor Indemnified Party by the Company pursuant to this Section 5 shall be effected by wire transfer of immediately available funds from the Company to an account designated by such Investor Indemnified Party within 15 days after the date the payment of such amount is requested, in accordance with the terms of this Agreement.

(d)           The failure of the Investor Indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the Company’s obligations with respect thereto except to the extent that the Company can demonstrate actual loss and prejudice as a result of such failure.

6.           ANTI-DILUTION.  If the Company shall at any time or from time to time (the “New Issue Date”) prior to the date that is 18 months after the date of this Agreement issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock at a price per share (the “New Issue Price”) that is less than the price per share of Common Stock purchased pursuant to this Agreement (which, for this purpose, shall be determined using the per Unit price)  (the “Original Issue Price”) (treating the price per share of Common Stock, in the case of the issuance of any security convertible or exchangeable or exercisable into Common Stock as equal to (x) the sum of the price paid for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then, and in each such case, the Company shall issue and sell to the Investors that purchased Common Stock issued and sold pursuant to this Agreement at a price of $0.001 per share, a number of shares of Common Stock equal to the difference of (i) the number of shares of Common Stock which the aggregate Original Issue Price paid for the shares of Common Stock held by such Investor on the New Issue Date would have purchased on the Closing Date at the New Issue Price, and (ii) the number of shares of Common Stock held by such Investor on the New Issue Date. For purposes of any subsequent anti-dilution adjustment for the benefit of the Investors, the Original Issue Price shall be deemed to be the New Issue Price then in effect prior to any such subsequent adjustment.

7.           REGISTER.  The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Shares and the Warrants, in which the Company shall record the name and address of the Person in whose name the Shares andthe Warrants have been issued (including the name and address of each transferee), and Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Investor or its legal representatives.

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8.            CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Units to each Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof:

(a)         Such Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(b)         Such Investor and each other Investor shall have delivered to the Company the Purchase Price for the Units by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(c)           The representations and warranties of such Investor shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and such Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Investor at or prior to the Closing Date.

9.           CONDITIONS TO EACH INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each Investor hereunder to purchase the Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Investor’s sole benefit and may be waived by such Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

(a)           The Company shall have executed and delivered to such Investor (i) each of the Transaction Documents, (ii) a certificate representing the Shares and (iii) a Warrant.

(b)           The Company shall have delivered to such Investor (x) a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (y) a facsimile or other acceptable method of confirmation from such Secretary of State (or comparable office) as of the Closing Date as to the continued good standing of such entity.

(c)           The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date and such Investor shall have received a certificate dated as of the Closing Date executed by an authorized officer of the Company to such effect.

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(d)           The Company shall have delivered to such Investor a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada within five (5) days of the Closing Date.

(e)           The common stock of the Company (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

(f)           The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(g)           The Investor shall have received the opinion of Stevens & Lee, P.C., the Company’s U.S. counsel, dated as of the Closing Date, in form reasonably satisfactory to the Investor.

10.           TERMINATION.  In the event that the Closing shall not have occurred with respect to an Investor on or before December 15, 2010 due to the Company’s or such Investor’s failure to satisfy the conditions set forth in Sections 8 and 9 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party.

11.           MISCELLANEOUS.

(a)           Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to residents of that jurisdiction executing contracts wholly to be performed therein.  The Investor agrees that any action or proceeding directly or indirectly relating to or arising out of this Agreement, any breach hereof, or any transaction covered hereby shall be resolved, whether by arbitration or otherwise, within the State of New York.  Accordingly, the parties consent and submit to the jurisdiction of the state courts of the State of New York located within New York, New York or the United States federal courts located in the Southern District of New York.  The parties further agree that any such relief whatsoever in connection with this Agreement shall be commenced by such party exclusively in the state courts of the State of New York located within New York, New York or the United States federal courts located in the Southern District of New York.

(b)           Counterparts. This Agreement may be executed in two or more identical counterparts, all of which 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; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

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(c)           Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d)           Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e)           Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of at least a majority of the aggregate number of Registrable Securities issued and issuable hereunder, and any amendment to this Agreement made in conformity with the provisions of this Section 11(e) shall be binding on the Investor and holders of Securities, as applicable. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of Shares, or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with the Investor relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.

(f)           Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Shiner International, Inc.

19/F, Didu Building, Pearl River Plaza

No. 2 North Longkun Road

Haikou, Hainan Province, China 570125

Attn.: Chief Executive Officer

Copy to:

Stevens & Lee, P.C.

1818 Market Street

Philadelphia, PA 19306

Attn.: William W. Uchimoto, Esq.

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If to an Investor, to its address and facsimile number set forth on the Schedule of Investors, with copies to such Investor’s representatives as set forth on the Schedule of Investors, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively; provided however that the foregoing clause (B) shall only be valid if such communication contained in the facsimile is delivered by an overnight courier service within 24 hours of the transmission of facsimile.

(g)          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares or the Warrants. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least a majority of the aggregate number of Registrable Securities issued and issuable hereunder, including by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Shares and the Warrants). An Investor may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be an Investor hereunder with respect to such assigned rights.

(h)           No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i)           Survival. Unless this Agreement is terminated under Section 10, the representations and warranties of the Company and the Investors contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 4, 7 and 11 shall survive the Closing. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)           Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)           No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(l)           Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

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(m)           Remedies. Each Investor and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to such Investor. The Company therefore agrees that each Investor shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

[Signature Page Follows]

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Subscription Information (to be completed by individual subscriber):

Units Purchased ________________________________________________________________________________

Purchase Price of Units (Number of Units Purchased x $1.20 per Unit) ______________________________________

Name(s) in which the Units is to be registered:

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

Home Address _________________________________________________________________________________

Mailing Address ________________________________________________________________________________

Form of joint ownership (if applicable).  (If one of these items is checked, subscriber and co-subscriber must both sign all documents.):

Tenants-in-Common_________________________ Joint Tenants_________________________

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed on the ____ day of December, 2010.

Please Print Name of Subscriber	Signature of Subscriber	Social Security Number
Please Print Name of Co-Subscriber	Signature of Co-Subscriber	Social Security Number

[ATTACH CHECK HERE]

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THIS PORTION NOT TO BE COMPLETED BY SUBSCRIBER

RECEIPT AND ACCEPTANCE

FUNDS AND AGREEMENT RECEIVED ON December __, 2010.

By:

SUBSCRIPTION ACCEPTED ON DECEMBER 28, 2010.

SHINER INTERNATIONAL, INC.
By:	/s/ Qingtao Xing
	Qingtao Xing
	President & Chief Executive Officer

WIRE TRANSFER INSTRUCTIONS

If Subscriber wishes to wire transfer the purchase price of his Units, he or she shall wire transfer immediately available funds in the amount of the Purchase Price subscribed for hereunder, as follows: 

Bank:

Account Name:                      Shiner International Inc.

Account No.:

Bank Routing No.:

Swift Code:

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EXHIBIT A

CONFIDENTIAL PURCHASER QUESTIONNAIRE

ACCREDITED INVESTOR STATUS

The subscriber/investor represents that it is an Accredited Investor on the basis that it is:

Initial if applicable
______	(1)      The subscriber/investor hereby represents that he/she is a director or executive officer of the Company.
______	(2)      The subscriber/investor hereby represents that he/she is a natural person whose “net worth” at the time of purchase of the Securities, or joint “net worth” with the subscriber/investor’s spouse, exceeds $1,000,000.  For purposes of this category, “net worth” is deemed to be exclusive of the value of the subscriber/investor’s primary residence.
______	(3)      The subscriber/investor hereby represents that he/she is a natural person who had income in excess of $200,000 in each of the two most recent years, or who had joint income with the subscriber/investor’s spouse in excess of $300,000 in each of those years, and who reasonably expects to reach the same income level in the current year.
______	(4)      The subscriber/investor hereby represents that it is an IRA, Keogh or similar benefit plan that covers a single natural person who is an accredited investor. (If this category is initialed, please also initial the additional category or categories under which the natural person qualifies as an accredited investor.)
______	(5)      The subscriber/investor hereby represents that it is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and Warrants of the Company.
______	(6)      The subscriber/investor hereby represents that it is a partnership, corporation or other entity all of whose equity owners satisfy one or more of the conditions set forth in (1) though (5), and a certification as to such status by each such equity owner is attached hereto.
______	(7)      The subscriber/investor hereby represents that he/she/it is an accredited investor not described above, based on the following information:

EX-10.12

EXHIBIT 10.12

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION D, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2010, by and among Shiner International, Inc., a Nevada corporation, with headquarters located at 19/F, Didu Building, Pearl River Plaza, No. 2 North Longkun Road, Haikou, Hainan Province, China 570125 (the ”Company”), and the investors listed on the Schedule of Investors attached hereto (individually, a “Investor” and collectively, the “Investors”). 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder, the Company desires to offer, issue and sell to the Investors, and the Investors, severally and not jointly, desire to purchase from the Company, up to 3,333,333 units (the “Units”), with each Unit consisting of one share of the common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Shares”) and a warrant to purchase twenty percent (20%) of one (1) share of the Common Stock at an exercise price of $1.70 per share (the “Warrants”), at a purchase price of $1.20 per Unit (the “Offering Price”) for an aggregate offering of a minimum of $3,000,000 and up to a maximum of $4,000,000 (the “Offering”).  The Units, Shares, Warrants and shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”) are collectively referred to herein as the “Securities.”

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Company and each of the Investors agree as follows:

1.           PURCHASE AND SALE OF UNITS.

(a) Purchase of Units.

(i)           Subject to the satisfaction (or waiver) of the conditions set forth in Sections 8 and 9 below, the Company shall issue and sell to each Investor, and each Investor severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), the number of Units set forth opposite such Investor’s name on the Schedule of Investors (the “Closing”).

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(ii)           Closing. The date and time of the Closing (the “Closing Date”) shall be the first business day following notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 8 and 9 below at the offices of Stevens & Lee P.C., 1818 Market Street, 29th Floor, Philadelphia, PA 19103 (or such other place as mutually agreed upon by the parties hereto). By agreement of the parties hereto, the Closing may be alternatively accomplished by facsimile transmission to the respective offices of legal counsel for the parties of the requisite documents, duly executed where required, with originals to be delivered by overnight courier service on the next business day following the Closing Date.

(iii)           Purchase Price. The aggregate purchase price for the Units to be purchased by each Investor at the Closing (the “Purchase Price”) shall be the amount set forth opposite such Investor’s name in the Schedule of Investors.  The minimum investment for each Investor shall be 8,000 Units, for a minimum Purchase Price of $10,000.

(b)           Form of Payment. On the Closing Date, (i) each Investor shall pay its Purchase Price for the Shares and the Warrants to be issued and sold to such Investor at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions to be delivered to the Investor prior to Closing, and (ii) the Company shall deliver to each Investor the Shares and the Warrants, in each case duly executed on behalf of the Company and registered in the name of such Investor or its designee.

2.           INVESTOR’S REPRESENTATIONS AND WARRANTIES.  The Investor hereby acknowledges, represents and warrants to, and agrees with, the Company as follows:

(a)          The Investor understands that the offering and sale of the Units by the Company to the Investor is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D promulgated thereunder and, in accordance therewith and in furtherance thereof, the Investor represents and warrants to and agrees with the Company as follows:

(i)           The Investor has (x) carefully reviewed this Agreement and the Confidential Purchaser Questionnaire attached as Exhibit “A” hereto, the Form of Warrant attached as Exhibit “B” hereto and the Registration Rights Agreement attached as Exhibit “C” hereto, as well as all of the Company’s filings with the Securities and Exchange Commission (the  “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), copies of which may be accessed through the “SEC Filings” tab on the Company’s website at http://www.shinerinc.com/html/investor.asp (the “’34 Act Filings”), and (y) understands the information contained in each such document including, but not limited to, the ’34 Act Filings.

(ii)           All documents, records and books pertaining to the Company and/or this investment that the Investor has requested have been made available for inspection by him and/or his attorney, accountant and other advisor(s);

(iii)           The Investor and/or the Investor’s advisors, if any, have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Company concerning the offering of the Units and all such questions have been answered and all such information has been provided to the full satisfaction of the Investor;

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(iv)           Neither the Investor nor the Investor’s advisors, if any, have been furnished any offering literature other than this Agreement and the exhibits attached hereto and the Investor and the Investor’s advisors, if any, have relied only on the information contained in this Agreement, the exhibits attached hereto and the ’34 Act Filings, and the information, as described in subparagraphs (ii) and (iii) above, furnished or made available to them by the Company;

(v)           No oral or written representations have been made and no oral or written information has been furnished to the Investor or the Investor’s advisors, if any, in connection herewith that were in any way inconsistent with the information set forth in this Agreement, the exhibits attached hereto and the ’34 Act Filings;

(vi)           The Investor is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting;

(vii)           The Investor acknowledges that he has conducted his own independent evaluation of the Company and has analyzed the risks associated with an investment in the Units and has based the decision to invest in the Units on the results of this evaluation and analysis;

(viii)         The Investor’s overall commitment to investments that are not readily marketable is not disproportionate to the Investor’s net worth and the Investor’s investment in the Company will not cause such overall commitment to become disproportionate to the Investor’s net worth;

(ix)           If the Investor is a natural person, the Investor has reached the age of majority in the jurisdiction in which the Investor resides, has adequate net worth and means of providing for the Investor’s current financial needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Units for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment;

(x)           The address set forth below is the Investor’s true and correct residence (or, if not an individual, domiciliary) address;

(xi)          The Investor (A) has such knowledge of, and experience in, business and financial matters so as to enable him to utilize the information made available to him in connection with the offering of the Units in order to evaluate the merits and risks of an investment in the Units and to make an informed investment decision with respect thereto, (B) the Investor has carefully evaluated the risks of investing and (C) has the capacity, either alone, or with a professional advisor, to protect his own interests in connection with a purchase of the Units;

(xii)         The Investor is not relying on the Company with respect to the economic considerations of the Investor relating to this investment.  In regard to such considerations, the investor has relied on the advice of, or has consulted with, only his own advisors.  The Investor recognizes that the information furnished by the Company does not constitute investment, accounting, legal or tax advice.  The Investor is relying on professional advisors for such advice;

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(xiii)           The Investor is acquiring the Units solely for his own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units;

(xiv)           The Investor understands that the certificate(s) evidencing ownership of the Shares and the Warrant Shares and the Warrants will each bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such securities):

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered for sale, sold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under the Securities Act or unless sold pursuant to Rule 144 under the Securities Act.”

(xv)           The Investor understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel selected by the Investor, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(xvi)           The Investor understands that the price of the Units has been determined arbitrarily by the Company and may not be indicative of the true value of the Units.  The Investor understands that no assurances can be given that the Shares, the Warrants or the Warrant Shares could be resold by the Investor for the Purchase Price or any price and he has made an independent determination of the fairness of the Purchase Price; and

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(xvii)         The Investor has completed and returned to the Company a Confidential Purchaser Questionnaire.  The information provided by the Investor in the Confidential Purchaser Questionnaire is true and correct and the Investor understands that the Company is relying upon such information in connection with the purchase of the Units by the Investor.

(b)          The Investor recognizes that an investment in the Units involves a number of significant risks including, but not limited to, those risks described in the ’34 Act Filings.

(c)          The Investor understands that no federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this investment in the Units.

(d)          All information that the Investor has heretofore furnished and furnishes herewith to the Company are true, correct and complete as of the date of execution of this Agreement and if there should be any material change in such information prior to the Closing, the Investor will immediately furnish such revised or corrected information to the Company.

(e)          The Investor acknowledges and agrees that the Company intends to pay 3CM Partners, Inc. at final Closing an amount equal to $165,000 in the aggregate for pre-transaction services, including but not limited to due diligence and structuring, and, reimbursement for out-of-pocket expenses and Investor legal fees.

(f)          The foregoing representations, warranties and agreements, together with all other representations and warranties made or given by the Investor to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the Closing as if made on and as of such date and shall survive such date.  If more than one Investor is signing this Agreement, each representation, warranty and undertaking herein shall be the several and not joint representation, warranty and undertaking of such Investors.

3.           COMPANY’S REPRESENTATIONS AND WARRANTIES.  The Company hereby acknowledges, represents and warrants to, and agrees with, the Investor as follows:

(a)           Organization, Qualification. Each of the Company and its “Significant Subsidiaries” (which for purposes of this Agreement means any joint venture or any entity in which the Company, directly or indirectly, owns a majority of the capital stock or holds a majority equity or similar interest) is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Significant Subsidiary is in violation of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and its Significant Subsidiaries is duly qualified to conduct its business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary. The Company has no Significant Subsidiaries except as set forth in ’34 Act Filings.

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(b)           Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the “Transaction Documents” (which is defined to include this Agreement, the Share certificate, the Warrant, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder) and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby, including, without limitation, the issuance of the Securities and the reservation for issuance and the issuance of the Shares and the Warrant Shares, have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith.  Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(c)           No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby including, without limitation, the issuance of the Securities and the reservation for issuance and the issuance of the Shares and the Warrants Shares, do not and will not:

(i)           conflict with or violate any provision of the Company’s or any Significant Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents;

(ii)          conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Significant Subsidiary debt or otherwise) or other understanding to which the Company or any Significant Subsidiary is a party or by which any property or asset of the Company or any Significant Subsidiary is bound or affected; or

(iii)          result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Significant Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or any Significant Subsidiary is bound or affected.

(d)           No Consent, etc. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than:

(i)           the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement;

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(ii)           filings required by state securities laws;

(iii)          the filing of a Notice of Sale of Securities on Form D with the SEC under Regulation D of the Securities Act; and

(iv)          those that have been made or obtained prior to the date of this Agreement.

The Company and its Significant Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the registration or filings pursuant to the preceding clauses.  The Company is not in violation of the rules of the Nasdaq Capital Market (the “Principal Market”) and has no knowledge of any facts that would reasonably lead to the termination or suspension of the trading of the Common Stock in the foreseeable future.

(e)           The Units have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and encumbrances.  The Company has reserved from its duly authorized Common Stock, the Shares and such number of additional shares of Common Stock as equal 125% of the Warrant Shares issuable as of the date hereof. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and sale by the Company of the Securities is exempt from registration under the Securities Act.

(f)           None of the Company, any of its affiliates, and any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.Neither the Company, nor any of its Significant Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

(g)           Equity Capitalization.  As of the date hereof, the authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, of which as of the date hereof, 24,688,155 are issued and outstanding and 1,760,050 shares are reserved for issuance (other than the Units, the Shares and the Warrants).   All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable.  Except as disclosed in the '34 Act Filings: (i) none of the Company’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) no shares of Common Stock are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Significant Subsidiaries; (iii) there are no agreements or arrangements under which the Company or any of its Significant Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement); (iv) there are no outstanding securities or instruments of the Company or any of its Significant Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Significant Subsidiaries is or may become bound to redeem a security of the Company or any of its Significant Subsidiaries; and (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities.

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(h)           Exchange Act Filings. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and, since September 30, 2009, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including the ’34 Act Filings.  The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the times of their respective filings, the Company’s Form 10-K for the year ended December 31, 2009, including the accompanying financial statements, and it’s Form 10-Qs for the first three quarters of 2010 complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, as of their respective dates, none of these filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the ’34 Act Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Significant Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(i)           Absence of Certain Events, Liabilities, etc. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Significant Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.  Except as disclosed in the ’34 Act Filings, neither the Company nor any of its Significant Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s or its Significant Subsidiaries respective businesses since December 31, 2009 and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on the Company or its Significant Subsidiaries.  As used in this Agreement, “Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Significant Subsidiaries, taken as a whole, or on the transactions contemplated hereby and the other Transaction Documents or by the agreements and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents.

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(j)           Indebtedness.  Except as disclosed in the ’34 Act Filings, neither the Company nor any of its Significant Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.  For purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP.  Neither the Company nor any Significant Subsidiary is in default with respect to any Indebtedness.

(k)           Foreign Corrupt Practices Act.  Neither the Company nor any of its Significant Subsidiaries nor any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Significant Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Significant Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(l)           Related Transactions.  Except as set forth in the Company’s ‘34 Act Filings, none of the officers, directors or employees of the Company or any of its Significant Subsidiaries is presently a party to any transaction with the Company or any of its Significant Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Significant Subsidiaries, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

(m)           Title to Assets.  Each of the Company and its Significant Subsidiaries has good and marketable title to all of its real and personal property reflected in its most recent Form 10-K, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those disclosed in such Form 10-K or its Form 10-Qs thereafter filed with the SEC or such that, individually or in the aggregate, do not cause a Material Adverse Effect.  All said leases of the Company and each of its Significant Subsidiaries are valid and subsisting and in full force and effect.

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(n)           Litigation. Except as set forth in the  ‘34 Act Filings, there is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Significant Subsidiaries, the Common Stock or any of the Company’s Significant Subsidiaries or any of the Company’s or its Significant Subsidiaries’ officers or directors.

(o)           Insurance. The Company and each of its Significant Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Significant Subsidiaries are engaged.  Neither the Company nor any such Significant Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Significant Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(p)           Tax Matters.   There are no federal, state, county or local taxes due and payable by the Company or any of its Significant Subsidiaries which have not been paid.  The provisions for taxes on the most recent balance sheet of the Company are sufficient for the payment of all accrued and unpaid federal, state, county and local taxes of the Company whether or not assessed or disputed as of the respective dates of such balance sheets.  The Company and each of its Significant Subsidiaries has duly filed all federal, state, county and local tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.  Neither the Company nor any Significant Subsidiary is presently subject to a federal or state tax audit of any kind.

(q)           Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.

(r)           OFAC.  None of the Company or any of its Significant Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of any of the Company or any of its Significant Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Units, or lend, contribute or otherwise make available such proceeds to any Significant Subsidiary, joint venture partner or other Person or entity, towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

(s)           Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information.  The Company understands and confirms that each of the Investors will rely on the foregoing representations in effecting transactions in securities of the Company.

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4.           COVENANTS.

(a)           Efforts to Satisfy Conditions. Each party shall use its commercially reasonable efforts to satisfy each of the conditions to be satisfied by it as provided in Sections 8 and 9 of this Agreement.

(b)          Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Investor at the Closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “blue sky” laws of the states of the United States following the Closing Date.

(c)          Reporting Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold all the Warrant Sharesand none of the SharesorWarrants is outstanding (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

(d)          Financial Information. Unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, the Company agrees to send the following to each Investor during the Reporting Period (i) within five (5) Business Days (as defined herein) after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Securities Act, (ii) within one (1) Business Day after the release thereof, facsimile copies of all material press releases issued by the Company or any of its Significant Subsidiaries, (iii) within two (2) Business Days after the release thereof, facsimile copies of all other press releases issued by the Company and (iv) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

(e)           Listing. The Company shall use its commercially reasonable efforts to promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the common stock is then listed (subject to official notice of issuance) and shall use its commercially reasonable efforts to maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall use its commercially reasonable efforts to maintain the common stock’s authorization for quotation on the Principal Market. The Company shall not, nor shall it cause or permit any of its Significant Subsidiaries to, take any action that would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(e).

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(f)           Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by the Investor) relating to or arising out of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Agent. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Investor. Without limiting the foregoing, the Company agrees to pay to 3CM Partners Inc. at the final Closing an amount not to exceed $210,000 in the aggregate for pre-transaction services, including but not limited to due diligence and structuring, and, reimbursement for out-of-pocket expenses and Investor legal fees.

(g)          Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by the Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Investor shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(a)(xv) hereof; provided that the Investor and its pledgee shall be required to comply with the provisions of Section 2(a)(xv) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by the Investor.

(h)          Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, onthe first Trading Day following the date hereof, the Company shall issue a press release describing the terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York Time, onthe fourth Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Shares, the form of Warrant, and the Registration Rights Agreement as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the Closing, the Investor shall not be in possession of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents, that is not disclosed in this Agreement or the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents, not to, provide the Investor with, and the Investor shall not request, any material, nonpublic information regarding the Company from and after the Closing without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company or any of its officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to request the Company to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company or any of its officers, directors, employees or agents. The Investor shall not have any liability to the Company or any of its officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency or the Principal Market, without the prior written consent of such Investor, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Principal Market regulations or any order of any court or other governmental agency, in which case the Company shall provide such Investor with prior notice of such disclosure.

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(i)           Integration. None of the Company or its affiliates and any Person acting on their behalf will take any action or steps referred to in Section 3(f) that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be integrated with other offerings.

(j)           Holding Period. For the purposes of Rule 144, the Company acknowledges that the holding period of the Warrant Shares may be tacked onto the holding period of the Warrants (in the case of Cashless Exercise (as defined in the Warrants)) and the Company agrees not to take a position contrary to this Section 4(j).

(k)           Use of Proceeds. The Company intends to use the net proceeds from the Offering for general corporate and working capital purposes, as well as possible acquisitions and not for any other reason.  .

(l)           Reservation of Shares.  The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than (i) 100% of the number of Shares issuable hereunder and (ii) 125% of the Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

(m)          Conduct of Business.  The business of the Company and its Significant Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

(n)           New Auditor.  The Company shall engage a new independent public accounting firm (the “New Auditor”) reasonably acceptable to the Majority Investors to conduct the Company’s audit for its fiscal year ending December 31, 2011. The Company shall obtain the written consent of the Majority Investors prior to engaging the New Auditor, which consent shall not be unreasonably withheld.  For purposes hereof, “Majority Investors” shall mean the Investor or Investors holding a majority of the shares of Common Stock issued pursuant to this Agreement. 

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5.           INDEMNIFICATION.

(a)           In addition to all rights and remedies available to each Investor at law or in equity, the Company hereby agrees to indemnify and fully defend, save and hold each Investor and subsequent holder of the Units and the securities underlying the Units, and their partners, members, directors, officers, employees, agents, successors and assigns (collectively, the “Investor Indemnified Parties”) harmless from and against any and all losses (including, without limitation, diminutions in value), liabilities, obligations, damages, claims, causes of action, judgments, assessments, penalties, costs and expenses, deficiencies, interest, penalties or fines, which shall arise at any time or from time to time whether or not arising out of any claims by or on behalf of any other Person, including the reasonable fees, expenses, disbursements and all reasonable amounts paid in investigation, defense, settlement of any of the foregoing of one firm of attorneys and one firm of each other type of professionals (collectively, “Losses”) based upon, attributable to, in connection with, relating or incidental to or resulting from:

(i)              the misrepresentation or breach of any representation or warranty of the Company set forth in the Transaction Documents;

(ii)             the nonfulfillment or breach of any covenant on the part of the Company under any Transaction Document; or

(iii)            any action, demand, proceeding, investigation or claim by any third-party (including, without limitation, governmental agencies) against or affecting the Company or any Significant Subsidiary which, if successful, would give rise to or evidence the existence of or related to a breach of (i) any of the representations or warranties at the time made or (ii) covenants of the Company.

(b)           In the event that any third-party legal proceedings shall be instituted or any third-party claim or demand (a “Claim”) shall be asserted by any Person in respect of which payment may be sought under this Section 5, the Investor Indemnified Party shall promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Company.  The Company shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to assume the defense of, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If the Company elects to assume the defense of, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within five days of receipt of written notice of the assertion of a Claim (or sooner, if the nature of the Claim so requires) notify the Investor Indemnified Party of its intent to do so.  If the Company elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder or fails to notify the Investor Indemnified Party of its election as herein provided or contests its obligation to indemnify the Investor Indemnified Party for such Losses under this Agreement, the Investor Indemnified Party may defend against, negotiate, settle or otherwise deal with such Claim.  If the Investor Indemnified Party defends any Claim, then the Company shall reimburse the Investor Indemnified Party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the Company shall assume the defense of any Claim, the Investor Indemnified Party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such Investor Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Company if, (i) so requested by the Company to participate or (ii) in the reasonable opinion of counsel to the Investor Indemnified Party, a conflict or potential conflict exists between the Investor Indemnified Party and the Company that would make such separate representation advisable.  The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim.

(c)           Any indemnification of any Investor Indemnified Party by the Company pursuant to this Section 5 shall be effected by wire transfer of immediately available funds from the Company to an account designated by such Investor Indemnified Party within 15 days after the date the payment of such amount is requested, in accordance with the terms of this Agreement.

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(d)           The failure of the Investor Indemnified Party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the Company’s obligations with respect thereto except to the extent that the Company can demonstrate actual loss and prejudice as a result of such failure.

6.           ANTI-DILUTION.  If the Company shall at any time or from time to time (the “New Issue Date”) prior to the date that is 18 months after the date of this Agreement issue or sell (x) shares of Common Stock or (y) securities convertible into or exchangeable for shares of Common Stock, or any options, warrants or other rights to acquire shares of Common Stock at a price per share (the “New Issue Price”) that is less than the price per share of Common Stock purchased pursuant to this Agreement (which, for this purpose, shall be determined using the per Unit price)  (the “Original Issue Price”) (treating the price per share of Common Stock, in the case of the issuance of any security convertible or exchangeable or exercisable into Common Stock as equal to (x) the sum of the price paid for such security convertible, exchangeable or exercisable into Common Stock plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then, and in each such case, the Company shall issue and sell to the Investors that purchased Common Stock issued and sold pursuant to this Agreement at a price of $0.001 per share, a number of shares of Common Stock equal to the difference of (i) the number of shares of Common Stock which the aggregate Original Issue Price paid for the shares of Common Stock held by such Investor on the New Issue Date would have purchased on the Closing Date at the New Issue Price, and (ii) the number of shares of Common Stock held by such Investor on the New Issue Date. For purposes of any subsequent anti-dilution adjustment for the benefit of the Investors, the Original Issue Price shall be deemed to be the New Issue Price then in effect prior to any such subsequent adjustment.

7.           REGISTER.  The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Shares and the Warrants, in which the Company shall record the name and address of the Person in whose name the Shares andthe Warrants have been issued (including the name and address of each transferee), and Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Investor or its legal representatives.

8.           CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Units to each Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof:

(a)           Such Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

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(b)           Such Investor and each other Investor shall have delivered to the Company the Purchase Price for the Units by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(c)           The representations and warranties of such Investor shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and such Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Investor at or prior to the Closing Date.

9.           CONDITIONS TO EACH INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each Investor hereunder to purchase the Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Investor’s sole benefit and may be waived by such Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

(a)           The Company shall have executed and delivered to such Investor (i) each of the Transaction Documents, (ii) a certificate representing the Shares and (iii) a Warrant.

(b)           The Company shall have delivered to such Investor (x) a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (y) a facsimile or other acceptable method of confirmation from such Secretary of State (or comparable office) as of the Closing Date as to the continued good standing of such entity.

(c)           The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date and such Investor shall have received a certificate dated as of the Closing Date executed by an authorized officer of the Company to such effect.

(d)           The Company shall have delivered to such Investor a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada dated within five (5) days of the Closing Date.

(e)           The common stock of the Company (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market.

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(f)           The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(g)          The Investor shall have received the opinion of Stevens & Lee, P.C., the Company’s U.S. counsel, dated as of the Closing Date, in form reasonably satisfactory to the Investor.

10.           TERMINATION. In the event that the Closing shall not have occurred with respect to an Investor on or before December 15, 2010 due to the Company’s or such Investor’s failure to satisfy the conditions set forth in Sections 8 and 9 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party.

11.           MISCELLANEOUS.

(a)          Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to residents of that jurisdiction executing contracts wholly to be performed therein.  The Investor agrees that any action or proceeding directly or indirectly relating to or arising out of this Agreement, any breach hereof, or any transaction covered hereby shall be resolved, whether by arbitration or otherwise, within the State of New York.  Accordingly, the parties consent and submit to the jurisdiction of the state courts of the State of New York located within New York, New York or the United States federal courts located in the Southern District of New York.  The parties further agree that any such relief whatsoever in connection with this Agreement shall be commenced by such party exclusively in the state courts of the State of New York located within New York, New York or the United States federal courts located in the Southern District of New York.

(b)          Counterparts. This Agreement may be executed in two or more identical counterparts, all of which 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; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

(c)          Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d)          Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

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(e)           Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of at least a majority of the aggregate number of Registrable Securities issued and issuable hereunder, and any amendment to this Agreement made in conformity with the provisions of this Section 11(e) shall be binding on the Investor and holders of Securities, as applicable. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of Shares, or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with the Investor relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.

(f)           Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Shiner International, Inc.

19/F, Didu Building, Pearl River Plaza

No. 2 North Longkun Road

Haikou, Hainan Province, China 570125

Attn.: Chief Executive Officer

Copy to:

Stevens & Lee, P.C.

1818 Market Street

Philadelphia, PA 19306

Attn.: William W. Uchimoto, Esq.

If to an Investor, to its address and facsimile number set forth on the Schedule of Investors, with copies to such Investor’s representatives as set forth on the Schedule of Investors, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively; provided however that the foregoing clause (B) shall only be valid if such communication contained in the facsimile is delivered by an overnight courier service within 24 hours of the transmission of facsimile.

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(g)           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares or the Warrants. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the holders of at least a majority of the aggregate number of Registrable Securities issued and issuable hereunder, including by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Shares and the Warrants). An Investor may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be an Investor hereunder with respect to such assigned rights.

(h)           No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i)            Survival. Unless this Agreement is terminated under Section 10, the representations and warranties of the Company and the Investors contained in Sections 2 and 3 and the agreements and covenants set forth in Sections 4, 7 and 11 shall survive the Closing. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)            Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)           No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(l)            Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

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(m)          Remedies. Each Investor and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to such Investor. The Company therefore agrees that each Investor shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security.

[Signature Page Follows]

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Subscription Information (to be completed by individual subscriber):

Units Purchased

Purchase Price of Units (Number of Units Purchased x $1.20 per Unit)

Name(s) in which the Units is to be registered:

Home Address

Mailing Address

Form of joint ownership (if applicable).  (If one of these items is checked, subscriber and co-subscriber must both sign all documents.):

Tenants-in-Common Joint Tenants

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed on the ____ day of December, 2010.

Please Print Name of Subscriber	Signature of Subscriber	Social Security Number
Please Print Name of Co-Subscriber	Signature of Co-Subscriber	Social Security Number

[ATTACH CHECK HERE]

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THIS PORTION NOT TO BE COMPLETED BY SUBSCRIBER

RECEIPT AND ACCEPTANCE

FUNDS AND AGREEMENT RECEIVED ON December , 2010.

By:

SUBSCRIPTION ACCEPTED ON DECEMBER 28, 2010.

SHINER INTERNATIONAL, INC.
By:	/s/ Qingtao Xing
	Qingtao Xing
	President & Chief Executive Officer

WIRE TRANSFER INSTRUCTIONS

If Subscriber wishes to wire transfer the purchase price of his Units, he or she shall wire transfer immediately available funds in the amount of the Purchase Price subscribed for hereunder, as follows: 

Bank:

Account Name: Shiner International Inc.

Account No.:

Bank Routing No.:

Swift Code:

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EXHIBIT A

CONFIDENTIAL PURCHASER QUESTIONNAIRE

ACCREDITED INVESTOR STATUS

The subscriber/investor represents that it is an Accredited Investor on the basis that it is:

Initial if applicable
______	(1)      The subscriber/investor hereby represents that he/she is a director or executive officer of the Company.
______	(2)      The subscriber/investor hereby represents that he/she is a natural person whose “net worth” at the time of purchase of the Securities, or joint “net worth” with the subscriber/investor’s spouse, exceeds $1,000,000.  For purposes of this category, “net worth” is deemed to be exclusive of the value of the subscriber/investor’s primary residence.
______	(3)      The subscriber/investor hereby represents that he/she is a natural person who had income in excess of $200,000 in each of the two most recent years, or who had joint income with the subscriber/investor’s spouse in excess of $300,000 in each of those years, and who reasonably expects to reach the same income level in the current year.
______	(4)      The subscriber/investor hereby represents that it is an IRA, Keogh or similar benefit plan that covers a single natural person who is an accredited investor. (If this category is initialed, please also initial the additional category or categories under which the natural person qualifies as an accredited investor.)
______	(5)      The subscriber/investor hereby represents that it is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and Warrants of the Company.
______	(6)      The subscriber/investor hereby represents that it is a partnership, corporation or other entity all of whose equity owners satisfy one or more of the conditions set forth in (1) though (5), and a certification as to such status by each such equity owner is attached hereto.
______	(7)      The subscriber/investor hereby represents that he/she/it is an accredited investor not described above, based on the following information:

EX-10.13

EXHIBIT 10.13

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

Warrant Holder:  ___________
	Dated:  December 28, 2010
For the Purchase of _________ Shares of Common Stock	No. D-2010-__

FORM OF

WARRANT FOR THE PURCHASE OF

SHARES OF COMMON STOCK OF

SHINER INTERNATIONAL, INC.

Expiring Twenty Seven Months from the Date Hereof

FOR VALUE RECEIVED, Shiner International, Inc. (“Company”), hereby certifies that the Warrant Holder specified above, or his registered assigns (“Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company on or before March 28, 2013 (the twenty seven month anniversary of the date hereof), that number of shares of Common Stock, $.001 par value, of the Company (“Common Stock”) set forth above, at a purchase price equal to $1.70 per share (as may be adjusted as provided below) upon the terms and conditions set forth herein.  The number of shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Exercise Price,” respectively.

1.           Registration of Transfers and Exchanges.

(i)           The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or to the Company.  Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder.  The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant.

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(ii)          This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder.  Any such New Warrant will be dated the date of such exchange.

2.           Exercise.

(i)           Procedure for Cash Exercise.  Subject to the conditions and terms set forth herein, this Warrant may be exercised by the Registered Holder (“Conversion Right”), in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto as Exhibit 1 duly executed by such Registered Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise.

(ii)          Procedure for Cashless Exercise.

(a)           Subject to the conditions and terms set forth herein, in lieu of the payment of the Exercise Price in the manner set forth in Section 2(i), the Registered Holder shall have the right (but not the obligation) to convert this Warrant, in whole or part, into Common Stock (also “Conversion Right”) as follows: Upon exercise of the Conversion Right as provided below with delivery of notice, the Company shall deliver to the Registered Holder (without payment by the Registered Holder of any of the Exercise Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the “Value” (as defined below) of the portion of the Warrant being converted on the second trading day immediately preceding the date the Warrant is delivered to the Company pursuant to Section 2(i) if the Conversion Right is exercised (“Valuation Date”) by (y) the “Market Price” (as defined below) on the Valuation Date.

(b)           The “Value” of the portion of the Warrant being converted shall equal the remainder derived from subtracting (a) the Exercise Price multiplied by the number of shares of Common Stock underlying the portion of the Warrant being converted from (b) the Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the portion of the Warrant being converted.  As used herein, the term “Market Price” at any date shall be deemed to be the average of the reported closing price of the Common Stock on the five (5) consecutive trading days prior to and including the Valuation Date, as reported by the national securities exchange on which the Common Stock is listed or admitted to trading.  If the Common Stock is not listed on a national securities exchange, but is traded in the residual over-the-counter market, the Market Price shall mean the closing bid price for the Common Stock, as reported by the OTC Bulletin Board if quoted on the OTC Bulletin Board.  If the Market Price cannot be determined pursuant to the above, the Market Price shall be such price as the Board of Directors of the Company shall determine in good faith.

(iii)         Exercise of Conversion Right.  Subject to the terms and conditions set forth herein, the Conversion Right may be exercised by the Holder on any business day by delivering to the Company the Warrant with a duly executed Notice of Exercise Form attached hereto as Exhibit 1 with the conversion section completed by specifying the total number of shares of Common Stock the Registered Holder will purchase pursuant to such conversion.

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(iv)         Date of Exercise.  Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company.  At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(v)          Issuance of Certificate.  As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(a)           a certificate or certificates for the number of full shares of Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 4 hereof, and

(b)           in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in subsections 2(i) and 2(ii) above.

(vi)         Exercise of Warrant.  The Warrant may be exercised in whole or from time to time in part on or prior to the third anniversary of the date hereof, as first set forth above.

3.           Adjustments.

(i)           Split, Subdivision or Combination of Shares.  If, at any time while this Warrant remains outstanding and unexpired, the outstanding shares of the Company’s Common Stock shall be subdivided or split into a greater number of shares, or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or split or immediately after the record date of such dividend (as the case may be), shall be proportionately decreased.  If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse split shall, simultaneously with the effectiveness of such combination or reverse split, be proportionately increased.  When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

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(ii)          Reclassification, Reorganization, Consolidation or Merger.  In the case of any reclassification of the Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 3(i) above), or any reorganization, consolidation or merger of the Company with or into another corporation (other than a merger or reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Common Stock), or a transfer of all or substantially all of the assets of the Company, or the payment of a liquidating distribution then, as part of any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, lawful provision shall be made so that the Registered Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof, the kind and amount of shares of stock or other securities or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant.  In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder of this Warrant such that the provisions set forth in this Section 3 (including provisions with respect to the Exercise Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.

(iii)         Price Adjustment.  No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.  All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(iv)         No Impairment.  The Company will not, by amendment of its Articles 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 to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such actions as may be necessary or appropriate in order to protect against impairment of the rights of the Registered Holder of this Warrant to adjustments in the Exercise Price.

(v)          Notice of Adjustment.  Upon any adjustment of the Exercise Price or extension of the Warrant exercise period, the Company shall forthwith give written notice thereto to the Registered Holder of this Warrant describing the event requiring the adjustment, stating the adjusted Exercise Price and the adjusted number of shares purchasable upon the exercise hereof resulting from such event, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

4.           Fractional Shares.  The Company shall not be required to issue fractions of shares of Common Stock upon exercise.  If any fractions of a share would, but for this Section 4, be issuable upon any exercise, in lieu of such fractional share the Company shall round up or down to the nearest whole number.

5.           Limitation on Sales.  Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended (“Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (ii) an opinion of counsel, reasonably acceptable to the Company and its counsel, that such registration and qualification are not required.  The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form:

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

6.           Notices of Record Date.  In case:  (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up.  Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

7.           Reservation of Stock.  The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, 125% of the number of shares of Common Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.  So long as this Warrant remains outstanding, the Company shall maintain the listing of the shares of Common Stock to be issued upon exercise on each national securities exchange on which Common Stock is listed (or on the Over-The-Counter service if the Common Stock is then quoted on such service/bulletin board).

8.           Replacement of Warrants.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

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9.           Transfers, etc.

(i)           Warrant Register.  The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant.  Any Registered Holder may change its, his or her address as shown on the warrant register by written notice to the Company requesting such change.

(ii)          Registered Holder.  Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

10.         No Rights as Stockholder.  Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

11.         Successors.  The rights and obligations of the parties to this Warrant will inure to the benefit of and be binding upon the Company and any transferees of Warrant Holder.

12.         Change or Waiver.  Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

13.         Headings.  The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

14.         Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of New York as such laws are applied to contracts made and to be fully performed entirely within that state between residents of that state.

15.         Jurisdiction and Venue.  The Company (i) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant shall be instituted exclusively in any state court located in New York, New York or in the United States District Court for the Southern District of New York (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of any state court located in New York, New York and the United States District Court for the Southern District of New York in any such suit, action or proceeding, and the Company further agrees to accept and acknowledge service or any and all process which may be served in any such suit, action or proceeding in any state court located in New York, New York or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any suit, action or proceeding.

16.         Mailing of Notices, etc.  All notices and other communications under this Warrant (except payment) shall be in writing and shall be sufficiently given if sent to the Registered Holder or the Company, as the case may be, by hand delivery, private overnight courier, with acknowledgment of receipt, or by registered or certified mail, return receipt requested, as follows:

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Registered Holder:  To Registered Holder’s address as provided on the Subscription Agreement or otherwise in the Company’s Records.

The Company:  To the Company’s Principal Executive Offices Attention: President

or to such other address as any of them, by notice to the others may designate from time to time.  Time shall be counted to, or from, as the case may be, the date of delivery in person or by overnight courier or five (5) business days after mailing.

SHINER INTERNATIONAL, INC.

By:

Name:  Qingtao Xing

Title:  Chief Executive Officer

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EXHIBIT 1

NOTICE OF EXERCISE

Date:

TO:            Shiner International, Inc.

19/F Didu Building, Pearl River Plaza

No. 2 North Longkun Road

Haikou, Hainan Province

China 570125

Attn: Mr. Qingtao Xing, CEO

1.           The undersigned hereby elects to purchase ______ shares of the Common Stock of Shiner International, Inc., pursuant to terms of the attached Warrant, and tenders herewith payment of $______ (at the rate of $______ per share of Common Stock) in payment of the Exercise Price(s) pursuant thereto, together with all applicable transfer taxes, if any.

The undersigned hereby elects to purchase shares of Common Stock of Shiner International, Inc. by surrender of the unexercised portion of the attached Warrant (with a “Value” of $______ based on a “Market Price” of $______).

2.           Please issue a certificate or certificates representing said shares of the Common Stock in the name of the undersigned or in such other name as is specified below.

Signature of Registered Holder

Print Name:

Notice:  The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular without alteration or enlargement or any change whatsoever.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:
	(Print in Block Letters
Address:

EXHIBIT 2

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ the right represented by the within Warrant to purchase ______ shares of Common Stock of Shiner International, Inc. to which the within Warrant relates and appoints _____________________________ attorney to transfer said right on the books of Shiner International, Inc. with full power of substitution in the premises.

Dated:

______________, ____

(Signature must conform in all respects to name of holder as specified on the face of the Warrant)

Address of Transferee

In the presence of:

EX-10.14

EXHIBIT 10.14

SHINER INTERNATIONAL, INC.

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 28, 2010, is made by and between SHINER INTERNATIONAL, INC., a Nevada corporation (the “Company”), and the undersigned investor (the “Investor”).

WHEREAS, in connection with that certain Securities Purchase Agreement, dated the date hereof, by and between the Company and the Investor (the “Securities Purchase Agreement”), the Company desires to sell to the Investor, and the Investor desires to purchase from the Company units of (a) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”); and (b) Warrants to purchase additional shares of Common Stock (the “Warrants”) equal to 20% of the Common Stock initially purchased; and

WHEREAS, to induce the Investor to purchase the Common Stock and Warrants, the Company has agreed to register the shares of Common Stock purchased and the Common Stock underlying the Warrants pursuant to the terms of this Agreement.

NOW, THEREFORE, the Company and the Investor hereby covenant and agree as follows:

1.           Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Commission” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Effectiveness Date” shall mean that date which is one hundred eighty (180) days following the final closing of the Offering.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Filing Date” shall mean that date which is sixty (60) days following the final closing of the Offering.

“Offering” shall refer to the Company’s proposal to sell Units for $1.20 per unit, with each Unit consisting of (i) one share of Common Stock of the Company and (ii) a twenty-seven month Warrant to purchase 20% of one share of Common Stock of the Company with an initial exercise price of $1.70.  The total amount of Units being offered is 3,333,333 for a total maximum purchase price of $4,000,000 USD.

“Register,” “registered” and “registration” each shall refer to a registration effected by preparing and filing a Registration Statement or statements or similar documents in compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statement or document by the Commission.

“Registrable Securities” shall mean the shares of Common Stock issued pursuant to the Securities Purchase Agreement or upon the exercise of the Warrants delivered as part of the Offering; provided, however, that shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities (x) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (y) at such time as they become eligible for sale pursuant to Rule 144 under the Securities Act or another similar exemption under the Securities Act without regard to volume limitations regarding an affiliate’s sale.

“Securities Act” shall mean the Securities Act of 1933, as amended.

Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement or the Warrants.

2.           Automatic Registration.

(a)          On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement required hereunder shall be on Form S-1.  Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold pursuant to Rule 144 without regard to volume limitations regarding an affiliate’s sale 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 Investor (the “Effectiveness Period”).

(b)          If:  (i) a Registration Statement is not filed on or prior to the Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within 5 trading days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (iii) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date as a result of the failure of the Company to meet its obligations with respect to such filing as provided for herein, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to the Registrable Securities held by the Investor, or the Investor is not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 15 consecutive trading days but no more than an aggregate of 25 trading days during any 12-month period (which need not be consecutive trading days) during which the Investor is not permitted to sell such Registrable Securities under Rule 144 (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iii) the date on which such Event occurs, or for purposes of clause (ii) the date on which such 5 trading day period is exceeded, or for purposes of clause (iv) the date on which such 15- or 25-day period, as applicable, is exceeded being referred to as “Event Date”), then: (x) on the first Event Date to occur the Company shall pay to such Investor an amount in cash, as liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Investor pursuant to the Securities Purchase Agreement for any Registrable Securities then held by such Investor for which such Investor has not received liquidated damages pursuant to Section 2(c) below (“1.5% Liquidated Damage Fee”) on each Event Date and a 1.5% Liquidate Damage Fee for each 30 calendar day period thereafter until all Event(s) are cured.  The aggregate of all 1.5% Liquidated Damage Fees to be paid by the Company shall be capped at 10%.  If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.  The liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a 30 day period prior to the cure of an Event.

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(c)          Notwithstanding any other provision of this Section 2, if the Commission  determines that the number of securities that the Company may register on the Registration Statement pursuant to Rule 415 is limited such that the shares so registered thereunder shall exclude any Registrable Securities held by the Investor, then the Company shall promptly so advise the Investor and the Company shall use commercially reasonable efforts to effect the registration of any Registrable Securities not so included on the Registration Statement as a result thereof as soon as is legally possible to do so.  In such event, the Company shall pay to such Investor liquidated damages as set forth in Section 2(b) hereof with respect to  any Registrable Securities then held by the Investor that were not registered by the Effectiveness Date.

(d)          The parties acknowledge and agree that (i) the maximum amount of damages that the Company shall be obligated to pay the Investor for any and all breaches of this Section 2 is the amount of liquidated damages set forth in Section 2(b) or 2(c), and (ii) such liquidated damages shall be the sole remedy available to Investor for any breach of this Agreement, provided that nothing in this Section 2(d) shall preclude Investor from seeking injunctive relief, including specific performance of its rights under this Section 2.

3.           Registration Procedures.  If and whenever the Company is required by the provisions of Section 2 hereof to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act, the Company will, as expeditiously as possible:

(a)          prepare and file with the Commission the Registration Statement with respect to such securities and use its reasonable best efforts to cause such Registration Statement to become effective in an expeditious manner;

(b)          prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective during the Effectiveness Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement in accordance with the intended method of disposition set forth in such Registration Statement for such period;

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(c)          furnish to each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended disposition of the Registrable Securities covered by such Registration Statement;

(d)          use its commercially reasonable efforts (i) to register or qualify the Registrable Securities covered by such Registration Statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Securities or, in the case of an underwritten public offering, the managing underwriter, reasonably shall request, (ii) to prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and (iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such jurisdictions, provided, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(e)          use its commercially reasonable efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed;

(f)           immediately notify each seller of Registrable Securities and each underwriter under such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and promptly amend or supplement such Registration Statement to correct any such untrue statement or omission;

(g)          promptly notify each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time;

(h)          if the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature, including, without limitation, customary indemnification and contribution provisions;

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(i)           if the offering is an underwritten offering, at the request of any seller of Registrable Securities, use its commercially reasonable efforts to furnish to such seller on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) a copy of an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such Registration Statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the Registration Statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or other financial or statistical information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;

(j)           take all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend restricting the sale or transfer of such securities) representing the Registrable Securities to be sold pursuant to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as the Investor or any underwriters may reasonably request; and

(k)          take all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities pursuant to the Registration Statement.

4.           Obligations of Investor.  The Investor shall furnish to the Company such information regarding such Investor, the number of Registrable Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information as shall be required to effect the registration of the Registrable Securities, and cooperate with the Company in preparing the Registration Statement and in complying with the requirements of the Securities Act.

5.           Expenses.

(a)          All expenses incurred by the Company in complying with Sections 2 and 3 including, without limitation, all registration and filing fees (including the fees of the Securities and Exchange Commission and any other regulatory body with which the Company is required to file), printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, and fees of transfer agents and registrars are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called “Selling Expenses.”

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(b)          The Company will pay all Registration Expenses in connection with any Registration Statement filed hereunder, and the Selling Expenses in connection with each such Registration Statement shall be borne by the participating sellers in proportion to the number of Registrable Securities sold by each or as they may otherwise agree.

6.           Indemnification and Contribution.

(a)          In the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement, the Company will indemnify and hold harmless and pay and reimburse, each seller of such Registrable Securities thereunder, each underwriter of such Registrable Securities thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities or blue sky laws and will reimburse each such seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such Registration Statement or prospectus.

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(b)          In the event of a registration of any of the Registrable Securities under the Securities Act pursuant hereto each seller of such Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant hereto or, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter, and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such Registration Statement or prospectus, and provided that, the liability of each seller hereunder shall be limited to the proceeds received by such seller from the sale of Registrable Securities covered by such Registration Statement.  Notwithstanding the foregoing, the indemnity provided in this Section 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of such indemnified party and provided further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such Registration Statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the Registration Statement and the undersigned indemnitees thereafter fail to deliver or cause to be delivered such Registration Statement as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage or liability (or actions in respect thereof) or expense after the Company has furnished the undersigned with the same.

(c)          Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 6 and shall only relieve it from any liability which it may have to such indemnified party under this Section 6 if and to the extent the indemnifying party is materially prejudiced by such omission.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded based upon written advise of its counsel that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

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(d)          In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes a claim for indemnification pursuant to this Section 6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person in circumstances for which indemnification is provided under this Section 7; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by the Registration Statement bears to the public offering price of all securities offered by such Registration Statement, and the Company is responsible for the remaining portion; provided, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered by it pursuant to such Registration Statement and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 12 (f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

7.           Changes in Capital Stock.  If, and as often as, there is any change in the capital stock of the Company by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue as so changed.

8.           Representations and Warranties of the Company.  The Company represents and warrants to the Investor as follows:

(a)          The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Articles of Incorporation or By-laws of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or its subsidiaries.

(b)          This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally and to general equitable principles and the availability of specific performance.

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9.           Rule 144 Requirements.  The Company agrees to:

(a)          make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;

(b)          use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c)          furnish to any holder of Registrable Securities upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

10.         Termination.  All of the Company’s obligations to register Registrable Shares under Sections 2 and 3 hereof shall terminate upon the date on which the Investor holds no Registrable Securities or all of the Registrable Securities are eligible for resale under Rule 144 or another exemption without regard to volume restrictions for affiliate sales.

11.         Miscellaneous.

(a)          All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation transferees of any Registrable Securities), whether so expressed or not.

(b)          All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier, addressed (i) if to the Company, at Shiner International, Inc., 19/F Didu Building Pearl River Plaza, No. 2 North Longkun Road, Haikou, Hainan Province, China 570125, Attn: Mr. Qingtao Xing, President and Chief Executive Officer, phone 86-898-68581104, facsimile 86-898-68585861; and (ii) if to any holder of Registrable Securities, to it at such address as may have been furnished to the Company in writing by such holder; or, in any case, at such other address or addresses as shall have been furnished, in writing to the Company (in the case of a holder of Registrable Securities) or to the holders of Registrable Securities (in the case of the Company) in accordance with the provisions of this paragraph.

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(c)          This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York.  The parties (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in any state court located in New York, New York, or in the United States District Court for the Southern District of New York, (2) waive any objection which the parties may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consent to the jurisdiction of any state court located in New York, New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.  The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in any state court located in New York, New York, or in the United States District Court for the Southern District of New York and agree that service of process upon such party mailed by certified mail to the respective party’s address shall be deemed in every respect effective service of process upon the respective party, in any such suit, action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

(d)          In the event of a breach by the Company or by the Investor, of any of their obligations under this Agreement, the Investor 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, will be entitled to specific performance of its rights under this Agreement.  The Company and the Investor agree 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 waive the defense that a remedy at law would be adequate.

(e)          This Agreement may not be amended or modified without the written consent of the Company and the Investor.

(f)          Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.  No waiver shall be effective unless and until it is in writing and signed by the party granting the waiver.

(g)          This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

(h)          If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

(i)          This Agreement constitutes the entire contract among the Company and the Investor relative to the subject matter hereof and supersedes in its entirety any and all prior agreements, understandings and discussions with respect thereto.

(j)          The headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

COMPANY
SHINER INTERNATIONAL, INC.
By:	/s/ Qingtao Xing
Name:	Qingtao Xing
Title:	President and Chief Executive Officer

INVESTOR
_____________________________
By:
	Name:
	Title:

EX-99.1

Exhibit 99.1

Shiner International Announces Completion of Equity Financing

Part of Proceeds to Be Used for Strategic, Accretive Acquisitions

HAIKOU, China, December 29, 2010 — Shiner International, Inc. (Nasdaq: BEST) (“Shiner” or the “Company”), an emerging global supplier of advanced packaging products, today announced the completion of a $3.13 million private placement equity financing. Under the terms of the transaction, a total of 2,608,334 shares of common stock, as well as warrants priced 25% above the current market price. Further details of the financing will be available in a current report on Form 8-K that the Company expects to file with the SEC shortly.

The proceeds of the private placement are expected to be used to effectuate strategic acquisitions, as well as for general corporate and working capital purposes. Investment bank Roth Capital Partners LLC provided financial advisory services to Shiner in conjunction with the financing.

Qingtao Xing, the Chief Executive Officer of Shiner, commented: “We are pleased to receive this vote of confidence from new investors and current investors, many of whom have demonstrated strong support for our Company throughout the years. We believe that the improving financial results that we have delivered over the past few quarters are justification of their support and confirmation of the market's growing demand for our packaging solutions. The financing is intended to help us maintain a greater amount of working capital and allow us to further our strategic growth initiative of seeking out acquisitions that enhance Shiner’s leadership position in the food safety packaging industry. We are looking for acquisition opportunities that give us the ability to use or own advanced technologies, to control key raw materials, or to access large customers.”

About Shiner International, Inc.

Shiner International, Inc. is engaged in the research and development, manufacture and sale of flexible packaging material. Its products include coated packaging film, shrink-wrap film, common packaging film, anti-counterfeit laser holographic film and color-printed packaging materials. The Company's flexible packaging products are used by manufacturers in the food and consumer products industry to preserve texture, flavor, hygiene, and convenience and safety of their products. The Company was founded in 1990 and is headquartered in Haikou, China.

Approximately 69% percent of Shiner's current customers are located in China, with the remainder spanning Southeast Asia, Europe, the Middle East and North America. Shiner holds 16 patents on products and production equipment, and has an additional 10 patent applications pending. The Company's flexible packaging meets U.S. FDA requirements, as well as the requirements for food packaging sold in the EU. Shiner's product manufacturing process is certified under ISO 9001:2000. Additional information on Shiner is available at www.shinerinc.com. 

Safe Harbor Statement

All statements in this press release that are not historical are forward-looking statements made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements in this press release as they reflect Shiner International, Inc.'s current expectations with respect to future events and are subject to risks and uncertainties that may cause actual results to differ materially from those contemplated. Potential risks and uncertainties include, but are not limited to, the risks described in Shiner's filings with the Securities and Exchange Commission. The information contained in this press release is made as of the date of the press release, even if subsequently made available by Shiner on its website or otherwise.

Contact Us

At the Company:

Email: ir@shinerinc.com

Web: http://www.shinerinc.com

Investor Relations:

Dave Gentry, U.S.

RedChip Companies, Inc.

Tel: +1-800-733-2447, Ext. 104

Email: info@redchip.com

Jing Zhang, China

RedChip Beijing Representative Office

Tel: +86 10-8591-0635

Web: http://www.RedChip.com

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Source: Shiner International, Inc.