Unassociated Document


     

    
      Exhibit
        10.2

      SHINER
        INTERNATIONAL, INC.

      


      FORM
        OF SUBSCRIPTION
        AGREEMENT

      


      


      This
        Subscription Agreement pertains to the offering by Shiner International,
        Inc.
        (the “Company”)
        of up
        to Three Million Five Hundred Thousand (3,500,000) units (the “Units”),
        with
        each Unit consisting of one (1) share of the Company’s common stock (the
“Shares”)
        and
        warrants to purchase fifteen percent (15%) of one (1) share of the Company’s
        common stock at an exercise price of Six Dollars ($6.00) per share (the
“Warrants”),
        at a
        purchase price of Three Dollars ($3.00) per Unit for an aggregate offering
        of a
        minimum of Three Million Dollars ($3,000,000) and up to a maximum of Ten
        Million
        Five Hundred Thousand Dollars ($10,500,000) (the “Offering”).
        The
        minimum subscription that the Company will accept from any investor is Ten
        Thousand (10,000) Units for a purchase price of Thirty Thousand Dollars
        ($30,000). The Company is making this offering solely to accredited investors
        (as defined under Rule 501(a) of Regulation D promulgated under the
        Securities Act of 1933, as amended (the “Securities
        Act”)).

       

      The
        undersigned, intending to be legally bound, hereby offers to pur-chase from
        the
        Company ________________ Units
        for
        an aggregate purchase price of $_______________.

       

      The
        Company will be deemed to have accepted this offer upon execution by it of
        the
        Receipt and Acceptance attached to this Subscription Agreement. This
        subscription is submitted to the Company subject to its acceptance and in
        accordance with, and subject to, the terms and conditions described in, this
        Subscription Agreement.

       

      1.  Definitions.
        In
        addition to the terms defined elsewhere in this Subscription Agreement, for
        all
        purposes of this Subscription Agreement, the following terms shall have the
        meanings indicated in this Section 1:

       

      “Affiliate”
        means
        any Person that, directly or indirectly through one or more intermediaries,
        controls or is controlled by or is under common control with a Person, as
        such
        terms are used in and construed under Rule 144.

       

      “Commission”
        means
        the Securities and Exchange Commission.

       

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

       

      “GAAP”
        means
        U.S. generally accepted accounting principles.

       

      “Person”
        means an
        individual or corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or subdivision thereof) or other entity of any
        kind.

       

      “Securities
        Act”
        means
        the Securities Act of 1933, as amended.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “Transaction
        Documents”
        means
        this Subscription Agreement, the Warrants, the Registration Rights Agreement
        and
        any other documents or agreements executed in connection with the transactions
        contemplated hereunder.

       

      “Warrant
        Shares” means
        the
        shares of Common Stock issuable upon exercise of the Warrants.

       

      2.  Verification
        of Investor Suitability under Regulation D. The
        undersigned understands that in order to subscribe for the Units in this
        Offering, the undersigned must be an “accredited investor” as defined in Section
        501 of Regulation D under the Securities Act and the undersigned hereby
        represents and warrants that it is an “accredited investor” as such item is
        defined in Rule 501(a) promulgated under the Securities Act. Furthermore,
        the
        Company understands that, as a condition to the Company’s acceptance of this
        subscription, the undersigned must complete a Purchaser Questionnaire in
        the
        form of Exhibit “A” hereto.

       

      3.  Amount
        and Method of Payment.
        The
        purchase price for the Units is __________ Dollars ($_______) and shall be
        paid
        by tender of a check made payable to Shiner International, Inc. or wire transfer
        of immediately available funds to the special segregated account set forth
        on
        the last page hereof (the “Segregated
        Account”)
        in the
        amount of _________________ Dollars ($________) (the “Purchase
        Price”).
        All
        proceeds of this Offering will be deposited in the Segregated Account and
        will
        not be released to the Company until gross proceeds of at least Three Million
        Dollars ($3,000,000) have been deposited into the Segregated Account. If
        this
        amount is not received before December 31, 2007, then the Purchase Price
        shall
        be returned to the undersigned in full without interest unless the Company
        determines, in its sole discretion, to extend the offering period. Affiliates
        of
        the Placement Agents and the Company may purchase Units for their own account.
        Such purchases will be included in determining whether the minimum amount
        of
        this Offering has been sold.

       

      4.  Acceptance
        of Subscription.

       

      (a)  The
        undersigned understands and agrees that the Company, in its sole discretion,
        reserves the right to accept or reject this or any other subscription for
        Units
        in whole or in part at any time prior to the Closing (as defined
        below).

       

      (b)  In
        the
        event that this subscription is rejected in whole or in part, the Company
        shall
        promptly return all or the applicable portion of the Purchase Price without
        interest to the undersigned, as the case may be, and this Subscription
        Agree-ment shall thereafter have no force or effect except with respect to
        the
        portion, if any, of this subscription that is accepted by the
        Company.

       

      5.  Registration
        Rights.

       

      Concurrently
        with the execution of this Subscription Agreement, the Company and the
        undersigned have entered into a Registration Rights Agreement regarding the
        Shares and the Warrant Shares. 

       

      
        
           

        

        
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      6.  Restrictions
        on Resale or Transfer.

       

      (a)  The
        Units, Shares, Warrants and Warrant Shares have not been registered under
        the
        Securities Act or any state securities laws, and may not be sold or transferred
        unless (i) such sale or transfer is subsequently registered thereunder;
        (ii) the undersigned 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
        (iii) the securities are sold pursuant to Rule 144 promulgated under
        the Securities Act (or a successor rule).

       

      (b)     
        The
        certificate(s) representing the Shares and the Warrant Shares and the Warrants
        shall each bear 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 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.”

      


      7.  Delivery
        of the Stock Certificate and Warrants.
        The
        Company will execute and deliver certificate(s) representing the Shares and
        Warrants to the subscriber within five (5) business days after the occurrence
        of
        each of the following items: (i) acceptance of the subscription by the Company;
        (ii) receipt of the Purchase Price into the Segregated Account; (iii) a closing
        of the Offering; and (iv) release to the Company of the Purchase Price from
        the
        Segregated Account.

       

      8.  Representations
        and Warranties. The
        undersigned hereby acknowledges, represents and warrants to, and agrees with,
        the Company as follows:

       

      (a)  The
        undersigned understands that the offering and sale of the Units by the Company
        to the undersigned 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 undersigned represents and warrants
        to
        and agrees with the Company as follows:

       

      (i)  The
        undersigned has carefully reviewed this Subscription Agreement and the
        Confidential Purchaser Questionnaire attached as Exhibit “A” hereto, the Form of
        Stock Purchase Warrant attached as Exhibit “B” hereto, the Registration Rights
        Agreement attached as Exhibit “C” hereto and the Confidential Private Offering
        Memorandum attached as Exhibit “D” hereto, and understands the information
        contained in each such document including, but not limited to, the Company’s
        audited financial statements dated as of December 31, 2006 and for the year
        then
        ended included in Exhibit “D” and its unaudited financial statements dated as of
        March 31, 2007 and for the quarter then ended included in Exhibit
“D.”

       

      
        
           

        

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

       

      (iii)  The
        undersigned and/or his advisor(s) 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 undersigned;

       

      (iv)  Neither
        the undersigned nor the undersigned’s investment advisors, if any, have been
        furnished any offering literature other than this Subscription Agreement
        and the
        exhibits attached hereto and the undersigned and the undersigned’s advisors, if
        any, have relied only on the information contained in this Subscription
        Agreement and the exhibits attached hereto 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 undersigned or his advisor(s) in connection herewith
        that
        were in any way inconsistent with the information set forth in this Subscription
        Agreement and the exhibits attached hereto;

       

      (vi)  The
        undersigned 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
        undersigned 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 his decision to invest in the Units on the results of
        this
        evaluation and analysis;

       

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

       

      (ix)  If
        the
        undersigned is a natural person, the undersigned has reached the age of
        ma-jority in the jurisdiction in which the undersigned resides, has adequate
        net
        worth and means of providing for the undersigned’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;

       

      
        
           

        

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

       

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

       

      (xiii)  The
        undersigned 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
        undersigned understands that the certificate(s) evidencing ownership of the
        Shares and the Warrant Shares and the Warrants will each bear a restrictive
        legend and have not been registered under the Securities Act or any state
        securities laws, and may not be sold or transferred unless (i) such sale or
        transfer is subsequently registered thereunder; (ii) the undersigned 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 (iii) the securities are sold pursuant to
        Rule 144 promulgated under the Securities Act (or a successor
        rule);

       

      (xv)  The
        undersigned 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 undersigned understands that no assurances can be given that the
        Shares, the Warrants or the Warrant Shares could be resold by the Subscriber
        for
        the subscription price or any price and he/she/it has made an independent
        determination of the fairness of the subscription price; and

       

      (xvi)  The
        undersigned has completed and returned to the Company a Purchaser Questionnaire,
        in the form attached as Exhibit “A” hereto. The information provided by the
        undersigned in the Purchaser Questionnaire is true and correct and the
        undersigned understands that the Company is relying upon such information
        in
        connection with the purchase of the Units by the undersigned.

       

      
        
           

        

        
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      (b)  The
        undersigned recognizes that an investment in the Units involves a number
        of
        signifi-cant risks including, but not limited to, those risks described in
        Exhibit “D” hereto.

       

      (c)  The
        undersigned 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 undersigned has heretofore furnished and furnishes herewith
        to the Company are true, correct and complete as of the date of execution
        of
        this Subscription Agreement and if there should be any material change in
        such
        information prior to the closing of the sale of the Units (the “Closing”),
        the
        undersigned will immediately furnish such revised or corrected informa-tion
        to
        the Company.

       

      (e)  The
        undersigned acknowledges and agrees that the Company intends to pay commissions
        to any registered broker/dealer or finder designated a selected dealer on
        all
        sales to qualified accredited investors that it refers to the Company. These
        commissions will consist of (i) cash equal to eight percent (8%) of the gross
        proceeds received by the Company from such sales, plus (ii) a warrant to
        purchase that number of shares of common stock equal to fifteen percent (15%)
        of
        the aggregate Units sold in the Offering by such registered broker/dealer
        or
        finder in the form attached as Exhibit “B” hereto.

       

      (f)  The
        foregoing representations, warranties and agreements, together with all other
        representations and warranties made or given by the undersigned 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 person is signing this Subscription
        Agreement, each representation, warranty and undertaking herein shall be
        the
        joint and several representation, warranty and undertaking of each such
        person.

       

      9.  Representations
        and Warranties of the Company.
        The
        Company hereby acknowledges, represents and warrants to, and agrees with,
        the
        undersigned as follows:

       

      (a) Organization
        and Qualification.
        The
        Company 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.
        The
        Company is not in violation of any of the provisions of its certificate or
        articles of incorporation, bylaws or other organizational or charter documents.
        The Company 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.

       

      (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
        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 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.
        

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      (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
        do
        not and will not (i) conflict with or violate any provision of the Company’s
        certificate or articles of incorporation, bylaws or other organizational
        or
        charter documents, or (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 debt or otherwise)
        or
        other understanding to which the Company is a party or by which any property
        or
        asset of the Company 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 is subject
        (including federal and state securities laws and regulations), or by which
        any
        property or asset of the Company is bound or affected.

       

      (d) Filings,
        Consents and Approvals.
        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 Commission
        of
        one or more Registration Statements in accordance with the requirements of
        the
        Registration Rights Agreement, (ii) filings required by state securities
        laws,
        (iii) the filing of a Notice of Sale of Securities on Form D with the Commission
        under Regulation D of the Securities Act, and (iv) those that have been made
        or
        obtained prior to the date of this Subscription Agreement.

       

      (e) Issuance
        of the Units.
        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 capital stock the shares of Common Stock
        issuable pursuant to this Agreement and the Warrants in order to issue the
        Shares and the Warrant Shares.

       

      10.  Indemnification.
        The
        undersigned agrees to indemnify and hold harmless the Company and the officers
        and directors thereof and each other person, if any, who controls the Company,
        within the meaning of Section 15 of the Securities Act, against any and all
        loss, liability, claim, damage and expense whatsoever (including, but not
        limited to, any and all expenses reasonably incurred in investigating, preparing
        or defending against any litigation commenced or threatened or any claim
        whatsoever) arising out of or based upon any false representations or warranty
        or breach or failure by the undersigned to comply with any covenant or agreement
        made by the undersigned herein or in any other document furnished by the
        undersigned to the Company in connection with this transaction.

       

      
        
           

        

        
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      11.  Additional
        Information. The
        undersigned hereby acknowledges and agrees that the Company may make or cause
        to
        be made such further inquiry and obtain such addi-tional information as it
        may
        deem appropriate with regard to the suitability of the undersigned as an
        investor in the Units.

       

      12.  Binding
        Effect.
        The
        undersigned hereby acknowledges and agrees that, except as provided under
        applicable state securities laws, the subscription hereunder is irrevocable,
        that the undersigned is not entitled to cancel, terminate or revoke this
        Subscription Agreement or any agreements of the undersigned hereunder and
        that
        this Subscription Agreement and such other agreements shall survive the death
        or
        disability of the undersigned and shall be binding upon and inure to the
        benefit
        of the parties and their heirs, executors, administrators, successors, legal
        representatives and assigns. If the undersigned is more than one person,
        the
        obligations of the undersigned hereunder shall be joint and several and the
        agreements, representations, warranties and acknowledgments herein contained
        shall be deemed to be made by and be binding upon each such person and
        his/her/its heirs, executors, admin-istrators, successors, legal representatives
        and assigns.

       

      13.  Modification.
        Neither
        this Subscription Agreement nor any provisions hereof shall be waived, modified,
        discharged or terminated except by an instrument in writing signed by the
        party
        against whom any such waiver, modification, discharge or termination is
        sought.

       

      14.  Notices.
        Any
        notice, demand or other communication that any party hereto may be required,
        or
        may elect, to give to any other party hereunder shall be sufficiently given
        if
        (a) deposited, postage prepaid, in a United States mail box, stamped, registered
        or certified mail, return receipt requested, addressed to such address as
        may be
        listed on the books of the Company, or (b) delivered personally at such
        address.

       

      15.  Counterparts.
        This
        Subscription Agreement may be executed through the use of separate signature
        pages or in any number of counterparts, and each of such counterparts shall,
        for
        all purposes, constitute one agreement binding on all parties, notwithstanding
        that all parties are not signatories to the same counterpart. This Subscription
        Agreement may be executed and delivered via electronic facsimile transmission
        with the same force and effect as if it were executed and delivered by the
        parties simultaneously in the presence of one another.

       

      16.  Entire
        Agreement.
        This
        Subscription Agreement contains the entire agreement of the parties with
        respect
        to the subject matter hereof and there are no representations, covenants
        or
        other agreements except as stated or referred to herein.

       

      17.  Severability.
        Each
        provision of this Subscription Agreement is intended to be severable from
        every
        other provision, and the invalidity or illegality of any provision shall
        not
        affect the validity or legality of the remaining provisions.

       

      
        
           

        

        
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      18.  Assignability.
        This
        Subscription Agreement is not transferable or assignable by the
        undersigned.

       

      19.  Applicable
        Law.
        This
        Subscription Agreement shall be governed by and construed in accordance with
        the
        laws of the Commonwealth of Pennsylvania as applied to residents of that
        jurisdiction executing contracts wholly to be performed therein.

       

      20.  Choice
        of Jurisdiction.
        The
        undersigned agrees that any action or proceeding directly or indirectly relating
        to or arising out of this Subscription Agreement, any breach hereof, or any
        transaction covered hereby shall be resolved, whether by arbitration or
        otherwise, within the Commonwealth of Pennsylvania. Accordingly, the parties
        consent and submit to the jurisdiction of the state courts of the Commonwealth
        of Pennsylvania located within Philadelphia, Pennsylvania or the United States
        federal courts located in the Eastern District of Pennsylvania. The parties
        further agree that any such relief whatsoever in connection with this
        Subscription Agreement shall be commenced by such party exclusively in the
        state
        courts of the Commonwealth of Pennsylvania located within Philadelphia,
        Pennsylvania or the United States federal courts located in the Eastern District
        of Pennsylvania.

       

      21.  Reimbursement.
        If any
        action or other proceeding is brought for the enforcement of this Subscription
        Agreement or because of an alleged dispute, breach, default or misrepresentation
        in connection with any of the provisions of this Subscription Agreement,
        the
        suc-cessful or prevailing party or parties shall be entitled to recover
        reasonable attorney’s fees and other costs incurred in such action or proceeding
        in addition to any other relief to which they may be entitled.

       

      22.  Further
        Assurances.
        Each of
        the parties shall execute said documents and other instruments and take such
        further actions as maybe reasonably required or desirable to carry out the
        provisions hereof and the transactions contemplated hereby.


      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      Subscription
        Information (to be completed by individual subscriber):

      


      Units
        Purchased
        ____________________________________________________________________________________________________

      


      Purchase
        Price of Units (Number of Units Purchased x $3.00 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 Subscription Agreement to be duly executed on
        the
        ____ day of ___________, 2007.

       

      


      


      
        	 	 	 	 	 
	
                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

      


      CASH
        OR
        CHECK AND SUBSCRIPTION AGREEMENT RECEIVED ON ______________,
        2007.

      


      By:
        _________________________________

      


      SUBSCRIPTION
        ACCEPTED ON __________________,
        2007.

      


      SHINER
        INTERNATIONAL, INC.

      


      


      By:_________________________________

      Name:

      Title:

      


      
        
          

        



      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: Commerce
        Bank, NA

      


      Account
        Name: Shiner
        International Inc.

      


      Account
        No.: #372004010

      


      Bank
        Routing No.: #036001808

      


      Swift
        Code: CBNAUS33

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      


      EXHIBIT
        A

      


      CONFIDENTIAL
        PURCHASER QUESTIONNAIRE

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      


      EXHIBIT
        B

      


      FORM
        OF STOCK PURCHASE WARRANT

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      EXHIBIT
        C

      


      FORM
        OF REGISTRATION RIGHTS AGREEMENT

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      EXHIBIT
        D

      


      CONFIDENTIAL
        PRIVATE OFFERING MEMORANDUM

      


      
        
           

        

        
          15