0001144204-06-011351 Sample Contracts

CHINA-BIOTICS, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Investors’ Rights Agreement (the “Agreement”) is made as of the 22nd day of March, 2006, by and among China-Biotics, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature page hereto (each an “Investor” and collectively the “Investors”).

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PUT AGREEMENT
Put Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Put Agreement (the “Agreement”) is entered into as of March 22, 2006 by and among China-Biotics, Inc., a Delaware corporation (“China-Biotics”), Sinosmart Group Inc., a British Virgin Islands corporation (the “Company”), and the persons and entities listed on the signature pages hereto (the “Shareholders”).

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Securities Exchange Agreement (the “Agreement”) is entered into as of March 22, 2006 by and among China-Biotics, Inc., a Delaware corporation (“China-Biotics”), Sinosmart Group Inc., a British Virgin Islands corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (“Company Shareholders”).

Growing State Ltd. and Shanghai Qingpu Industrial Park District Development (Group) Company Limited Investment Agreement
Investment Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels)

In order to facilitate the development of the enterprise and the boost the local economy, the parties agree to enter into this agreement in accordance with the application laws and regulations so both parties will benefit from this arrangement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into effective as of March 22, 2006, by and among China-Biotics, Inc., a Delaware corporation ("China-Biotics"), and the undersigned persons who have acquired shares of common stock of China-Biotics (the "Shareholders").

FORM OF LOCKUP AGREEMENT
Assignment and Assumption Agreement • March 23rd, 2006 • China-Biotics, Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS LOCKUP AGREEMENT (this “Agreement”) is entered into as of March 22, 2006 among the stockholder listed on the signature page hereto (“Stockholder”), China-Biotics, Inc., a Delaware corporation (the “Company”), and Chinamerica Fund, LP (“Chinamerica”). In consideration of and subject to the mutual agreements, terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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