AMENDED
AND RESTATED LOCKUP AGREEMENT

     

    


    This AMENDED AND RESTATED LOCKUP
AGREEMENT (the "Agreement") is made as of the ____ day of May, 2010, by
______________ ("Holder"), maintaining an address at c/o China Yongxin Pharmaceuticals Inc., 927 Canada Court,
City of Industry, CA 91748, Attn: Yongxin Liu, CEO, facsimile: (626)
581-9138, in connection with his ownership of shares of China Yongxin
Pharmaceuticals Inc., a Delaware corporation (the "Company").

    


    NOW, THEREFORE, for good and valuable
consideration, the sufficiency and receipt of which consideration are hereby
acknowledged, Holder agrees as follows:

    


    1.           Background.

    


    a.           Holder
is the beneficial owner of the amount of shares of the Common Stock, $0.001 par
value, of the Company (“Common Stock”) designated on the signature page
hereto.

    


    b.           Holder
acknowledges that the Company has entered into on January 22, 2010 (“First
Closing”), March 4, 2010 (“Second Closing”) or will enter into at or about the
date hereof  (“Third Closing”) subscription agreements (each a
“Subscription Agreement”) with subscribers for the Company’s Notes and Warrants
(the “Subscribers”).  Holder understands that, as a condition to
proceeding with the Offering, the Subscribers have required, and the Company has
agreed to obtain on behalf of the Subscribers an agreement from the Holder to
refrain from selling any securities of the Company from the date of the
Subscription Agreement and for so long as any amount is outstanding on the Notes
(“Restriction Period”) except as described below.

    


    c.           This
Amended and Restated Lockup Agreement amends and restates that Lockup Agreement
dated January 22, 2010, and is being entered into pursuant to a certain
Modification and Consent Agreement dated May __, 2010 by and among the
Company and the Subscribers, in connection with the Third Closing.

    


    2.           Sale
Restriction.

    


    a.           Holder
hereby agrees that during the Restriction Period, the Holder will not sell,
transfer or otherwise dispose of any shares of Common Stock or any options,
warrants or other rights to purchase shares of Common Stock or any other
security of the Company which Holder owns or has a right to acquire as of the
date hereof, other than in connection with an offer made to all stockholders of
the Company in connection with merger, consolidation or similar transaction
involving the Company.  Holder further agrees that the Company is
authorized to and the Company agrees to place "stop orders" on its books to
prevent any transfer of shares of Common Stock or other securities of the
Company held by Holder in violation of this Agreement.  The Company
agrees not to allow to occur any transaction inconsistent with this
Agreement.

    


    b.           Any
subsequent issuance to and/or acquisition by Holder of Common Stock or options
or instruments convertible into Common Stock will be subject to the provisions
of this Agreement.

    


    3.           Miscellaneous.

    


    a.           At
any time, and from time to time, after the signing of this Agreement Holder will
execute such additional instruments and take such action as may be reasonably
requested by the Subscribers to carry out the intent and purposes of this
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b.           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of
laws.  Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the
state courts of New York or in the federal courts located in the state of New
York.  The parties to this Agreement hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens.  The parties executing this Agreement
and other agreements referred to herein or delivered in connection herewith
agree to submit to the in personam jurisdiction of such courts and hereby
irrevocably waive trial by jury.  The prevailing party shall be
entitled to recover from the other party its reasonable attorney's fees and
costs.  In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of any
agreement.  Notices hereunder shall be given in the same manner as set
forth in the Subscription Agreement.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other
Transaction Document by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by
law.  Holder irrevocably appoints the Company its true and lawful
agent for service of process upon whom all processes of law and notices may be
served and given in the manner described above; and such service and notice
shall be deemed valid personal service and notice upon Holder with the same
force and validity as if served upon Holder.

    


    c.           The
restrictions on transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed to by the
Holder or to which the Holder is subject to by applicable law.

    


    d.           This
Agreement shall be binding upon Holder, its legal representatives, successors
and assigns.

    


    e.           This
Agreement may be signed and delivered by facsimile, electronically and such
facsimile or electronically signed and delivered Agreement shall be
enforceable.

    


    f.           The
Company agrees not to take any action or allow any act to be taken which would
be inconsistent with this Agreement.

    


    g.           The
Holder acknowledges that this Lockup Agreement is being entered into for the
benefit of the Subscribers identified in the Subscription Agreement may be
enforced by the Subscribers and may not be amended without the consent of the
Subscribers (in the manner described in the Subscription Agreement), which may
be withheld for any reason.

    


    


    


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BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, and intending to be
legally bound hereby, Holder has executed this Agreement as of the day and year
first above written.

     

    
      	 	HOLDER:	 
	 	 	 	 
	 	 	 
	 	(Signature of
      Holder)	 
	 	 	 	 
	 	  	 
	 	(Print Name of
      Holder)	 
	 	 	 	 
	 	 	 
	 	Number
      of Shares of Common Stock Beneficially
      Owned Represented by ______________
      shares of Common Stock and
      options, warrants and rights to acquire ______________
      additional shares of Common Stock	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	COMPANY:	 
	 	 	 	 
	 	CHINA YONGXIN PHARMACEUTICALS
    INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Yongxin
Liu	 
	 	 	Chief Executive
      Officer	 


    

     

    
      
        
        

      

      
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