Unassociated Document


    Exhibit
      10.2


    FORM
      OF LOCKUP AGREEMENT

    


    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:

    


    1. Lockup.
      Without
      the prior written consent of the Company and Chinamerica, Stockholder
      will
      not,
      from the date of this Agreement until the one year anniversary of this
      Agreement, directly or indirectly, (a) offer, pledge, announce the intention
      to
      sell, sell, assign, transfer, encumber, contract to sell, sell any option or
      contract to purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase, or otherwise transfer or dispose of, directly
      or
      indirectly, any Lockup Shares (defined below), or (b) enter into any swap or
      other agreement that transfers, in whole or in part, any of the economic
      consequences of ownership of any Lockup Shares, whether any such transaction
      described is to be settled by delivery of Lockup Shares, other securities,
      cash
      or otherwise; provided
      that
      this Agreement will not prevent the transfer of Lockup Shares by Stockholder
      (i) as
      a gift
      or gifts to family members or charitable organizations to the extent that any
      donee thereof agrees in writing (in form and substance acceptable to the
      Company) to be bound by the terms of this Agreement or (ii) to any equity
      owner(s) of Stockholder provided that such transfer is made pursuant to an
      effective registration statement or exemption under the U.S. Securities Act
      of
      1933, as amended, and in compliance with any other applicable laws and to the
      extent that any such transferee thereof executes and delivers to the Company
      the
      agreement to be bound by the terms of this Agreement attached hereto as
Annex
      A.
      “Lockup
      Shares”
means
      ________ shares of the Company’s common stock (the “Common
      Stock”)
      currently held by Stockholder. For clarification, any additional shares of
      Common Stock, or any or any securities convertible into or exercisable or
      exchangeable for Common Stock (including without limitation Common Stock or
      any
      securities convertible into or exercisable or exchangeable for Common Stock
      that
      may be deemed to be beneficially owned by the undersigned in accordance with
      the
      rules and regulations of the U.S. Securities and Exchange Commission), currently
      held or acquired by Stockholder after the date of this Agreement are not and
      will not be subject to the restrictions set forth in this
      Agreement.

    


    2. Consent
      to Decline Transfers.
      Stockholder
      agrees
      and consents that the Company and its transfer agent and registrar are hereby
      authorized to decline to make any transfer of Lockup Shares if such transfer
      would constitute a violation or breach of this Agreement.

    


    3. Amendment.
      This
      Agreement may only be amended, supplemented or modified by a writing executed
      by
      all of the parties hereto.

    


    4. Assignability.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto, their successors and permitted assigns, heirs and personal
      representatives. Neither this Agreement nor any right, remedy, obligation or
      liability hereunder shall be assignable by any party hereto without the prior
      written consent of each other party, except as otherwise provided in
Section
      1.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. Headings.
      The
      section headings in this Agreement are for reference purposes only and shall
      not
      affect in any way the interpretation of this Agreement.

    


    6. Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware, without giving effect to principles of conflicts
      of laws thereof that would require the application of the law of another
      jurisdiction.

    


    7. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed to be an original and all of which
      together shall be deemed to be one and the same agreement.

    


    [Remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Company, Chinamerica and Stockholder have executed this
      Agreement as of the date first written above.

     

    
      
        	 	 	 
	 	CHINA-BIOTICS,
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Name:____________________________________________

                Title:_____________________________________________

              


      


      
        	 	 	 
	 	CHINAMERICA
                FUND, LP
	 	 	 
	 	 By:
                	 Chinamerica
                Partners, LP
	 	 	 Its
                General Partner
	 	 	 
	 	 By:
                	 Chinamerica
                Holdings, LLC
	 	 	 Its
                General Partner
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  Beau Johnson

                Title:
                  Its Manager

              


      

    

     

    
      	 	 	 
	 	 STOCKHOLDER
	 	 
	 	
              
                

              

            
	Date: 	By:  	 
	 	
              
                

              

              Name:____________________________________________

              Title:_____________________________________________

            

 

    
      
        [Signature
          Page to Lockup Agreement]

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      A

    


    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

    


    This
      ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment”)
      is
      made as of ______________________, 200_, by and between __________
      (“Assignor”)
      and
      ___________ (“Assignee”).

    


    RECITALS

    


    A. Assignor
      entered into a Lockup Agreement, dated _______, 2006, by and among Chinamerica
      Fund, LP (“Chinamerica”),
      China-Biotics, Inc., a Delaware corporation (the “Company”),
      and
      the stockholders listed on the signature page thereto (the “Lockup
      Agreement”).

    


    B. Assignor
      entered into a Registration Rights Agreement, dated _______, 2006, by and among
      the Company and the stockholders listed on the signature page thereto (the
      “Registration
      Rights Agreement”).

    


    C. In
      connection with this Assignment, Assignor is transferring shares of the
      Company’s common stock to Assignee (the “Transfer
      Shares”),
      some
      or all of which are Lockup Shares (as defined in the Lockup Agreement) and/or
      Registrable Securities (as defined in the Registration Rights
      Agreement).

    


    D. Assignor
      desires to assign all of its rights, title, and interests in, and all of its
      duties, obligations and responsibilities under, the Lockup Agreement and
      Registration Rights Agreement to Assignee, and Assignee desires to assume all
      of
      such rights, title, and interests in, and all such duties, obligations and
      responsibilities under, the Lockup Agreement and Registration Rights Agreement,
      in each instance to the extent that such rights, title, and interests, and
      such
      duties, obligations and responsibilities, relate to the Transfer
      Shares.

    


    NOW
      THEREFORE, in consideration of the mutual promises made in this Assignment
      and
      other good and valuable consideration, receipt of which is hereby acknowledged,
      the parties agree as follows:

    


    AGREEMENT

    


    1. Assignment.
      Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor’s
      rights, title, and interests in, and all of Assignor’s duties, obligations and
      responsibilities under, the Lockup Agreement and Registration Rights Agreement,
      in each instance to the extent that such rights, title, and interests, and
      such
      duties, obligations and responsibilities, relate to the Transfer
      Shares.

    


    2. Assumption.
      Assignee hereby accepts and assumes all of Assignor’s rights, title, and
      interests in, and all of Assignor’s duties, obligations and responsibilities
      under, the Lockup Agreement and Registration Right Agreement, in each instance
      to the extent that such rights, title, and interests, and such duties,
      obligations and responsibilities, relate to the Transfer Shares. Assignee hereby
      agrees to be bound by the terms and conditions of each of the Lockup Agreement
      and Registration Rights Agreement with respect to the Transfer Shares.


    


    3. Assignee
      Representations.
      Assignee represents to Assignor that it has reviewed the Lockup Agreement and
      Registration Rights Agreement, and has obtained, to the extent Assignor deems
      necessary, legal advice with respect to the transactions contemplated hereunder,
      the effects of entering into this Assignment, and the consequences of being
      bound by the terms and conditions of the Lockup Agreement and Registration
      Rights Agreement. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Binding
      Effect.
      The
      provisions of this Assignment shall be binding upon and inure to the benefit
      of
      Assignor and Assignee and their respective successors and permitted
      assigns.

    


    5. Counterparts.
      This
      Assignment may be executed in counterparts, each of which when so executed
      and
      delivered shall be deemed to be an original and all of which together shall
      be
      deemed to be one and the same agreement.

    


    6. Applicable
      Law.
      This
      Assignment shall be governed by and construed and enforced in accordance with
      the laws of the State of Delaware, without giving effect to principles of
      conflicts of laws thereof that would require the application of the law of
      another jurisdiction.

     

    SIGNATURE
      PAGE - ASSIGNMENT AND ASSUMPTION AGREEMENT

    


    Dated
      as
      of the date and year first above written.

    

      
        	 	 	 
	 	ASSIGNOR:
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name: ________________________________________________

                Title: _________________________________________________

              


      

    

     

    
      	 	 	 
	 	ASSIGNEE:
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: ________________________________________________

              Title: _________________________________________________