Unassociated Document


     

    
      Exhibit
        10.1

      SHINER
        INTERNATIONAL, INC.

      


      


      FORM
        OF
        REGISTRATION RIGHTS AGREEMENT

       

      This
        REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October ___, 2007,
        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 Subscription Agreement by and among the Company
        and the Investor (the “Subscription 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 15% 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
        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 $3.00 per unit, with
        each Unit consisting of (i) one share of Common Stock of the Company and
        (ii) a
        three (3) year Warrant to purchase 15% of one share of Common Stock of the
        Company with an initial exercise price of $6.00. The total amount of Units
        being
        offered is 3,500,000 for a total maximum purchase price of $10,500,000 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
        Subscription 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.

       

      “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
        Subscription 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 SB-2.
        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 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 2.0% of the aggregate purchase price paid by such Investor pursuant
        to
        the Subscription 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;
        and (y)
        on each anniversary of such Event Date (if the applicable Event, or any
        subsequent Event, shall not have been cured by such date) until all Event(s)
        are
        cured, the Company shall pay to such Investor an amount in cash, as liquidated
        damages and not as a penalty, equal to 2.0% of the aggregate purchase price
        paid
        by such Investor pursuant to the Subscription 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.
        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 15% 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 year 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.

       

      (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.

       

      
        
           

        

        
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      (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
        6; 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 (at any time after it has become subject to such reporting
        requirements); 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
        hereto 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.

       

      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, Hainon Province, China 570125, Attn: Mr.
        Fu
        Jian, CEO, 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.

       

      (c)  This
        Agreement shall be governed by and construed under the laws of the Commonwealth
        of Pennsylvania as applied to agreements among Pennsylvania residents entered
        into and to be performed entirely within Pennsylvania. The Company (1) agrees
        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
        Philadelphia, Pennsylvania, or in the United States District Court for the
        Eastern District of Pennsylvania, (2) waives any objection which the Company
        may
        have now or hereafter to the venue of any such suit, action or proceeding,
        and
        (3) irrevocably consents to the jurisdiction of any state court located in
        Philadelphia, Pennsylvania, and the United States District Court for the
        Eastern
        District of Pennsylvania in any such suit, action or proceeding. The Company
        further agrees 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 Philadelphia, Pennsylvania, or in the United States District Court for
        the
        Eastern District of Pennsylvania and agrees that service of process upon
        the
        Company mailed by certified mail to the Company’s address shall be deemed in
        every respect effective service of process upon the Company, 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.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      (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.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

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

       

      


       

      


       

      


       

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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: 
        _________________________________

      Name:
        Fu
        Jian

      Title:
        Chief Executive Officer

       

      


       INVESTOR

       

      


      _____________________________ 
        

      


      


      By: 
        __________________________________

      Name:

      Title: