EXECUTION
      COPY


    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”),
      dated
      as of December 11, 2007, by and among China-Biotics, Inc., a Delaware
      corporation, with headquarters located at No. 999 Ningqiao Road, Jingiao Export
      Processing Zone, Pudong, Shanghai, China 201206 (the ”Company”),
      and
      Pope Investments II LLC, a Delaware limited liability company (“Buyer”)
      with
      headquarters located at 5100 Poplar Avenue, Suite 805, Memphis, Tennessee 38137.
      

    


    WHEREAS:

     

    A. In
      connection with the Investment Agreement by and between the Company and Buyer
      dated even date herewith (the “Investment
      Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions set forth
      in
      the Investment Agreement, to issue and sell to Buyer a promissory note
      convertible into shares (the “Common
      Shares”)
      of the
      Company's common stock, par value $0.001 per share (the “Common
      Stock).

     

    B. To
      induce
      the Buyer to execute and deliver the Investment Agreement, the Company has
      agreed to provide certain registration rights under the Securities Act of 1933,
      as amended, and the rules and regulations thereunder, or any similar successor
      statute (collectively, the “1933
      Act”),
      and
      applicable state securities laws.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and Buyer hereby agree as follows:

     

    1. Definitions.
      

     

    Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings set forth in the Investment Agreement. As used in this Agreement,
      the
      following terms shall have the following meanings:

     

    a. “Business
      Day”
means
      any day other than Saturday, Sunday or any other day on which commercial banks
      in the State of Delaware are authorized or required by law to remain
      closed.

     

    b. “Buyer”
means
      a
      Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights
      under this Agreement and who agrees to become bound by the provisions of this
      Agreement in accordance with Section 8. 

     

    c. “Closing
      Date”
shall
      have the meaning set forth in the Investment Agreement.

     

    d. “Effective
      Date”
means
      the date the Registration Statement is declared effective by the
      SEC.

     

    e. “Effectiveness
      Deadline”
means
      December 31, 2008.

     

    f. “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    g. “Previous
      Registration Rights Agreement” means
      that certain Registration Rights Agreement dated March 22, 2006, by and among
      the Company and the other parties thereto. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    h. “register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing one or more Registration
      Statements (as defined below) in compliance with the 1933 Act and pursuant
      to
      Rule 415 and the declaration or ordering of effectiveness of such Registration
      Statement(s) by the SEC.

     

    i. “Registrable
      Securities”
means
      (i) the Common Shares, (ii) any capital stock of the Company issued or issuable
      with respect to the Common Shares as a result of any stock split, stock
      dividend, recapitalization, exchange or similar event or otherwise, without
      regard to any limitations on conversion of the promissory notes purchased by
      the
      Buyer under the Investment Agreement, and (iii) any Guarantee Shares (as defined
      in the Investment Agreement) which the Buyer may acquire pursuant to the
      Guarantee or Pledge Agreement, as those terms are defined in the Investment
      Agreement.

     

    j. “Registration
      Statement”
means
      a
      registration statement or registration statements of the Company filed under
      the
      1933 Act covering the Registrable Securities.

     

    k. “Required
      Holders”
means
      the holders of at least a majority of the Registrable Securities.

     

    l. “Required
      Registration Amount”
means
      the sum of (i) the number of Common Shares issued, and (ii) 150% of the number
      of Note Shares issued and issuable pursuant to the Notes as of the trading
      day
      immediately preceding the applicable date of determination, all subject to
      adjustment as provided in Section 2(e).

     

    m. “Rule
      415”
means
      Rule 415 under the 1933 Act or any successor rule providing for offering
      securities on a continuous or delayed basis.

     

    n. “SEC”
means
      the United States Securities and Exchange Commission.

     

    All
      terms
      that are defined hereinabove shall refer to their respective meanings in the
      Previous Registration Rights Agreement

     

    2. Registration.

     

    a. Mandatory
      Registration; Additional Registrations.
      As soon
      as practicable after the date hereof the Company shall file with the SEC, a
      Registration Statement on Form SB-2 covering the resale of all of the
      Registrable Securities. In the event that Form SB-2 is unavailable for such
      a
      registration, the Company shall use such other form as is available for such
      a
      registration on another appropriate form reasonably acceptable to the Required
      Holders, subject to the provisions of Section 2(e). The Registration Statement
      prepared pursuant hereto shall register for resale at least the number of shares
      of Common Stock equal to the Required Registration Amount determined as of
      date
      the Registration Statement is initially filed with the SEC. The Company shall
      use commercially reasonable efforts to have the Registration Statement declared
      effective by the SEC as soon as practicable, but in no event later than the
      Effectiveness Deadline. By 9:30 am Pacific Time on the Business Day following
      the Effective Date,
      the Company shall file with the SEC in accordance with Rule 424 under the 1933
      Act, the final prospectus to be used in connection with sales pursuant to such
      Registration Statement. The
      Company and Buyer hereby acknowledge that in accordance with Rule 415 of the
      1933 Securities Act (“Rule 415”), the Company may not be allowed to register all
      of the Registrable Securities in the Registration Statement. If this occurs,
      the
      Company, upon Buyer’s request, shall be required to file additional Registration
      Statements to include any of the Registrable Securities that were not registered
      in the Registration Statement, provided that such Registrable Securities can
      be
      registered at such time to comply with Rule 415. In addition, if any of the
      Registrable Securities have not been registered in the Registration Statement
      or
      additional Registration Statements and the Company is undertaking a Registration
      Statement on Form SB-2 (or a similar form), the Buyer shall be provided with
      notice of the filing of a Registration Statement ten (10) days prior to such
      filing and given the opportunity to request the inclusion of any Registrable
      Securities that have not previously been registered in a Registration Statement,
      provided that such Registrable Securities can be registered at such time to
      comply with Rule 415. 

     

    
      
        
        

      

      
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    b. Allocation
      of Registrable Securities.
      The
      initial number of Registrable Securities included in any Registration Statement
      and any increase in the number of Registrable Securities included therein shall
      be allocated to the Buyer. In the event that the Buyer sells or otherwise
      transfers any of the Registrable Securities, each transferee shall be allocated
      a pro rata portion of the then remaining number of Registrable Securities
      included in such Registration Statement for such transferor. In no event shall
      the Company include any securities other than Registrable Securities on any
      Registration Statement without the prior written consent of the Required Holders
      on the Closing Date.

     

    c. Legal
      Counsel.
      Subject
      to Section 5 hereof, the Required Holders shall have the right to select one
      legal counsel to review any registration pursuant to this Section 2
      (“Legal
      Counsel”),
      which
      shall be Wells, Moore, Simmons & Hubbard, PLLC or such other counsel as
      thereafter designated by the Required Holders. The Company and Legal Counsel
      shall reasonably cooperate with each other in performing the Company's
      obligations under this Agreement.

     

    d. Sufficient
      Number of Shares Registered.
      In the
      event the number of shares available under a Registration Statement filed
      pursuant to Section 2(a) is insufficient to cover all of the Registrable
      Securities required to be covered by such Registration Statement or any Buyer's
      allocated portion of the Registrable Securities pursuant to Section 2(b), the
      Company shall amend the applicable Registration Statement, or file a new
      Registration Statement (on the short form available therefor, if applicable),
      or
      both, so as to cover at least the Required Registration Amount as of the trading
      day immediately preceding the date of the filing of such amendment or new
      Registration Statement, in each case, as soon as practicable, but in any event
      not later than fifteen (15) Business Days after the necessity therefor arises.
      The Company shall use commercially reasonable efforts to cause such amendment
      and/or new Registration Statement to become effective as soon as practicable
      following the filing thereof. For purposes of the foregoing provision, the
      number of shares available under a Registration Statement shall be deemed
“insufficient to cover all of the Registrable Securities” if at any time the
      number of shares of Common Stock available for resale under the Registration
      Statement is less than the product determined by multiplying (i) the Required
      Registration Amount as of such time by (ii) 0.90. The calculation set forth
      in
      the foregoing sentence shall be made without regard to any limitations on the
      conversion of the Notes, if any, and such calculation shall assume that the
      Notes are then convertible for shares of Common Stock at the then prevailing
      Conversion Price (as determined in accordance with the Notes).

     

    3. Related
      Obligations.

     

    At
      such
      time as the Company is obligated to file a Registration Statement with the
      SEC
      pursuant to Section 2 the Company will use commercially resonable efforts to
      effect the registration of the Registrable Securities in accordance with the
      intended method of disposition thereof and, pursuant thereto, the Company shall
      have the following obligations:

     

    a. The
      Company shall submit to the SEC, within five (5) Business Days after the Company
      learns that no review of a particular Registration Statement will be made by
      the
      staff of the SEC or that the staff has no further comments on a particular
      Registration Statement, as the case may be, a request for acceleration of
      effectiveness of such Registration Statement to a time and date not later than
      48 hours after the submission of such request. The Company shall keep each
      Registration Statement effective pursuant to Rule 415 at all times until the
      earlier of (i) the date as of which the Buyer may sell all of the Registrable
      Securities covered by such Registration Statement without restriction pursuant
      to Rule 144(k) (or any successor thereto) promulgated under the 1933 Act and
      is
      not otherwise prohibited by the SEC or any statute, rule, regulation or other
      applicable law from selling any such Registrable Securities pursuant to such
      Rule or (ii) the date on which the Buyer shall have sold all of the Registrable
      Securities covered by such Registration Statement (the “Registration
      Period”).
      The
      Company shall ensure that each Registration Statement (including any amendments
      or supplements thereto and prospectuses contained therein) shall not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein (in the case
      of
      prospectuses, in the light of the circumstances in which they were made) not
      misleading, except for information provided by Buyer.

     

    
      
        
        

      

      
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    b. The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
      be
      necessary to keep such Registration Statement effective at all times during
      the
      Registration Period, and, during such period, comply with the provisions of
      the
      1933 Act with respect to the disposition of all Registrable Securities of the
      Company covered by such Registration Statement until such time as all of such
      Registrable Securities shall have been disposed of in accordance with the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement. In the case of amendments and supplements to a
      Registration Statement which are required to be filed pursuant to this Agreement
      (including pursuant to this Section 3(b)) by reason of the Company filing a
      report on Form 10-QSB, Form 10-KSB or any analogous report under the Securities
      Exchange Act of 1934, as amended (the “1934
      Act”),
      the
      Company shall have incorporated such report by reference into such Registration
      Statement, if applicable, or shall file such amendments or supplements with
      the
      SEC on the same day on which the 1934 Act report is filed which created the
      requirement for the Company to amend or supplement such Registration
      Statement.

     

    c. The
      Company shall (A) permit Legal Counsel to review and comment upon (i) a
      Registration Statement at least five (5) Business Days prior to its filing
      with
      the SEC and (ii) all amendments and supplements to all Registration Statements
      (except for Annual Reports on Form 10-KSB, and Reports on Form 10-QSB and any
      similar or successor reports) within a reasonable number of days prior to their
      filing with the SEC, and (B) not file any Registration Statement or amendment
      or
      supplement thereto in a form to which Legal Counsel reasonably objects. The
      Company shall not submit a request for acceleration of the effectiveness of
      a
      Registration Statement or any amendment or supplement thereto without the prior
      approval of Legal Counsel, which consent shall not be unreasonably withheld.
      The
      Company shall furnish to Legal Counsel, without charge, (i) copies of any
      correspondence from the SEC or the staff of the SEC to the Company or its
      representatives relating to any Registration Statement, (ii) promptly after
      the
      same is prepared and filed with the SEC, one copy of any Registration Statement
      and any amendment(s) thereto, including financial statements and schedules,
      all
      documents incorporated therein by reference, if requested by the Buyer, and
      all
      exhibits and (iii) upon the effectiveness of any Registration Statement, one
      copy of the prospectus included in such Registration Statement and all
      amendments and supplements thereto, if requested by the Buyer. The Company
      shall
      reasonably cooperate with Legal Counsel in performing the Company's obligations
      pursuant to this Section 3.

     

    d. The
      Company shall furnish to the Buyer, without charge, (i) promptly after the
      same
      is prepared and filed with the SEC and if requested by the Buyer, at least
      one
      copy of such Registration Statement and any amendment(s) thereto, including
      financial statements and schedules, all documents incorporated therein by
      reference, if requested by the Buyer, all exhibits and each preliminary
      prospectus, (ii) upon the effectiveness of any Registration Statement, ten
      (10)
      copies of the prospectus included in such Registration Statement and all
      amendments and supplements thereto (or such other number of copies as the Buyer
      may reasonably request) and (iii) such other documents, including copies of
      any
      preliminary or final prospectus, as the Buyer may reasonably request from time
      to time in order to facilitate the disposition of the Registrable Securities
      owned by the Buyer.

     

    e. The
      Company shall use commercially reasonable efforts to (i) register and qualify,
      unless an exemption from registration and qualification applies, the resale
      by
      Buyer of the Registrable Securities covered by a Registration Statement under
      such other securities or “blue sky” laws of all applicable jurisdictions in the
      United States, (ii) prepare and file in those jurisdictions, such amendments
      (including post-effective amendments) and supplements to such registrations
      and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (x) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
      or (z) file a general consent to service of process in any such jurisdiction.
      The Company shall promptly notify Legal Counsel and Buyer of the receipt by
      the
      Company of any notification with respect to the suspension of the registration
      or qualification of any of the Registrable Securities for sale under the
      securities or “blue sky” laws of any jurisdiction in the United States or its
      receipt of actual notice of the initiation or threatening of any proceeding
      for
      such purpose.

     

    
      
        
        

      

      
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    f. The
      Company shall notify Legal Counsel and Buyer in writing of the happening of
      any
      event, as promptly as practicable after becoming aware of such event, as a
      result of which the prospectus included in a Registration Statement, as then
      in
      effect, includes an untrue statement of a material fact or omission to state
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading (provided that in no event shall such notice contain any material,
      nonpublic information), and, subject to Section 3(r), promptly prepare a
      supplement or amendment to such Registration Statement to correct such untrue
      statement or omission, and deliver ten (10) copies of such supplement or
      amendment to Legal Counsel and Buyer (or such other number of copies as Legal
      Counsel or Buyer may reasonably request). The Company shall also promptly notify
      Legal Counsel and Buyer in writing (i) when a prospectus or any prospectus
      supplement or post-effective amendment has been filed, and when a Registration
      Statement or any post-effective amendment has become effective (notification
      of
      such effectiveness shall be delivered to Legal Counsel and Buyer by facsimile
      on
      the same day of such effectiveness and by overnight mail), (ii) of any request
      by the SEC for amendments or supplements to a Registration Statement or related
      prospectus or related information, and (iii) of the Company's reasonable
      determination that a post-effective amendment to a Registration Statement would
      be appropriate.

     

    g. The
      Company shall use commercially reasonable efforts to prevent the issuance of
      any
      stop order or other suspension of effectiveness of a Registration Statement,
      or
      the suspension of the qualification of any of the Registrable Securities for
      sale in any jurisdiction and, if such an order or suspension is issued, to
      obtain the withdrawal of such order or suspension at the earliest possible
      moment and to notify Legal Counsel and Buyer of the issuance of such order
      and
      the resolution thereof or its receipt of actual notice of the initiation or
      threat of any proceeding for such purpose.

     

    h. The
      Company shall use its commercially reasonable efforts to (i) cause all of the
      Registrable Securities covered by a Registration Statement to be listed on
      each
      securities exchange on which securities of the same class or series issued
      by
      the Company are then listed, if any, if the listing of such Registrable
      Securities is then permitted under the rules of such exchange, or (ii) if,
      despite the Company's efforts to satisfy, the preceding clause (i), to use
      commercially reasonable efforts to arrange for at least two market makers to
      register with the National Association of Securities Dealers, Inc.
      (“NASD”)
      as
      such with respect to such Registrable Securities. The Company shall pay all
      fees
      and expenses in connection with satisfying its obligation under this Section
      3(i).

     

    i. The
      Company shall cooperate with the Buyer and, to the extent applicable, facilitate
      the timely preparation and delivery of certificates (not bearing any restrictive
      legend) representing the Registrable Securities to be offered pursuant to a
      Registration Statement and enable such certificates to be in such denominations
      or amounts, as the case may be, as the Buyers may reasonably request and
      registered in such names as the Buyers may request.

     

    j. If
      requested by the Buyer, the Company shall (i) as soon as practicable incorporate
      in a prospectus supplement or post-effective amendment such information as
      the
      Buyer reasonably requests to be included therein relating to the sale and
      distribution of Registrable Securities, including, without limitation,
      information with respect to the number of Registrable Securities being offered
      or sold, the purchase price being paid therefor and any other terms of the
      offering of the Registrable Securities to be sold in such offering; (ii) as
      soon
      as practicable make all required filings of such prospectus supplement or
      post-effective amendment after being notified of the matters to be incorporated
      in such prospectus supplement or post-effective amendment; and (iii) as soon
      as
      practicable, supplement or make amendments to any Registration Statement if
      reasonably requested by an Buyer holding any Registrable
      Securities.

     

    k. The
      Company shall otherwise use commercially reasonable efforts to comply with
      all
      applicable rules and regulations of the SEC in connection with any registration
      hereunder.

     

    
      
        
        

      

      
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    l. Within
      five (5) Business Days after a Registration Statement which covers Registrable
      Securities is ordered effective by the SEC, the Company shall deliver, and
      shall
      cause legal counsel for the Company to deliver, to the transfer agent for such
      Registrable Securities (with copies to the Buyers whose Registrable Securities
      are included in such Registration Statement) confirmation that such Registration
      Statement has been declared effective by the SEC in the form attached hereto
      as
Exhibit
      A
      or such
      other form suitable for notification

     

    m. Notwithstanding
      anything to the contrary herein, at any time after the Effective Date, the
      Company may delay the filing of or suspend the effectiveness pending such
      disclosure of material, non-public information concerning the Company the
      disclosure of which at the time is not, in the good faith opinion of the Board
      of Directors of the Company and its counsel, in the best interest of the Company
      and, in the opinion of counsel to the Company, otherwise required (a
“Grace
      Period”);
      provided, that the Company shall promptly (i) notify the Buyer in writing of
      the
      existence of material, non-public information giving rise to a Grace Period
      (provided that in each notice the Company will not disclose the content of
      such
      material, non-public information to the Buyer) and the date on which the Grace
      Period will begin, and (ii) notify the Buyer in writing of the date on which
      the
      Grace Period ends; and, provided further, that no Grace Period shall exceed
      thirty (30) consecutive days and during any three hundred sixty five (365)
      day
      period such Grace Periods shall not exceed an aggregate of ninety (90) days
      and
      the first day of any Grace Period must be at least five (5) trading days after
      the last day of any prior Grace Period (each, an “Allowable
      Grace Period”).
      For
      purposes of determining the length of a Grace Period above, the Grace Period
      shall begin on and include the date the Buyer receive the notice referred to
      in
      clause (i) and shall end on and include the later of the date the Buyer receive
      the notice referred to in clause (ii) and the date referred to in such notice.
      The provisions of Section 3(g) hereof shall not be applicable during the period
      of any Allowable Grace Period. Upon expiration of the Grace Period, the Company
      shall again be bound by the first sentence of Section 3(f) with respect to
      the
      information giving rise thereto unless such material, non-public information
      is
      no longer applicable. Notwithstanding anything to the contrary, the Company
      shall cause its transfer agent to deliver unlegended shares of Common Stock
      to a
      transferee of the Buyer in accordance with the terms of the Investment Agreement
      in connection with any sale of Registrable Securities with respect to which
      the
      Buyer has entered into a contract for sale, and delivered a copy of the
      prospectus included as part of the applicable Registration Statement (unless
      an
      exemption from such prospectus delivery requirements exists), prior to the
      Buyer's receipt of the notice of a Grace Period and for which the Buyer has
      not
      yet settled. 

     

    n. The
      Company shall, upon reasonable notice and during normal business hours, make
      available for inspection by any seller of Registrable Securities, any
      underwriter participating in any disposition pursuant to such registration
      statement and any attorney, accountant or other agent retained by any such
      seller or underwriter (but not more than one firm of counsel to each of such
      sellers and underwriters) all financial and other records, pertinent corporate
      documents and properties of the Company, in each case, reasonably required
      to
      conduct due diligence or otherwise in connection with an underwritten offering,
      and use its commercially reasonable efforts to cause the Company’s officers,
      directors, employees and independent accountants to supply all information
      reasonably requested by any such seller, underwriter, attorney, accountant
      or
      agent in connection with such registration statement; provided, however, that
      information that the Company advises any such person is confidential shall
      not
      be disclosed unless such person signs a confidentiality agreement reasonably
      satisfactory to the Company.

     

    o. From
      and
      after the date of this Agreement until the termination of this Agreement, the
      Company shall not, without the prior written consent of the Required Holders,
      enter into any agreement with any holder or prospective holder of any securities
      of the Company giving such holder or prospective holder any registration rights,
      the terms of which are more favorable than the registration rights granted
      to
      the Buyers hereunder without also giving the Buyers such greater
      rights.

     

    4. Obligations
      of the Buyer.

     

    a. At
      least
      five (5) Business Days prior to the first anticipated filing date of a
      Registration Statement, the Company shall notify the Buyer in writing of the
      information the Company requires from such Buyer if such Buyer elects to have
      any of such Buyer's Registrable Securities included in such Registration
      Statement. It shall be a condition precedent to the obligations of the Company
      to complete the registration pursuant to this Agreement with respect to the
      Registrable Securities of the Buyer that such Buyer shall furnish to the Company
      such information regarding itself, the Registrable Securities held by it and
      the
      intended method of disposition of the Registrable Securities held by it as
      shall
      be reasonably required to effect the effectiveness of the registration of such
      Registrable Securities and shall execute such documents in connection with
      such
      registration as the Company may reasonably request. 

     

    
      
        
        

      

      
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    b. The
      Buyer, by such Buyer's acceptance of the Registrable Securities, agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder, unless
      such Buyer has notified the Company in writing of such Buyer's election to
      exclude all of such Buyer's Registrable Securities from such Registration
      Statement.

     

    c. In
      the
      event there is any delay the provision of information reasonably requested
      by
      the Company in connection with the preparation and filing of any Registration
      Statement hereunder, the Effectiveness Deadline shall be extended by a number
      of
      days equal to the duration of such delay.

     

    d. The
      Buyer
      agrees that, upon receipt of any notice from the Company of the happening of
      any
      event of the kind described in Section 3(g) or the first sentence of 3(f),
      such
      Buyer will immediately discontinue disposition of Registrable Securities
      pursuant to any Registration Statement(s) covering such Registrable Securities
      until such Buyer's receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt
      of notice that no supplement or amendment is required. Notwithstanding anything
      to the contrary, the Company shall cause its transfer agent to deliver
      unlegended shares of Common Stock to a transferee of the Buyer in accordance
      with the terms of the Investment Agreement in connection with any sale of
      Registrable Securities with respect to which the Buyer has entered into a
      contract for sale prior to the Buyer's receipt of a notice from the Company
      of
      the happening of any event of the kind described in Section 3(g) or the first
      sentence of 3(f) and for which the Buyer has not yet settled.

     

    e. The
      Buyer covenants and agrees that it will comply with the prospectus delivery
      requirements of the 1933 Act as applicable to it or an exemption therefrom
      in
      connection with sales of Registrable
      Securities pursuant to the Registration Statement.

     

    5. Expenses
      of Registration.

     

    All
      reasonable expenses, incurred by the Company in connection with registrations,
      filings or qualifications pursuant to Sections 2 and 3, including, without
      limitation, all registration, listing and qualifications fees, printers and
      accounting fees, and fees and disbursements of counsel for the Company shall
      be
      paid by the Company. 

     

    6. Indemnification
      and Contribution.

     

    a. In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Company will indemnify and hold harmless, to
      the
      full extent permitted by law, Buyer, the directors, officers, managers, members,
      partners, employees, agents, representatives of, and each Person, if any, who
      controls the Buyer within the meaning of the 1933 Act or the 1934 Act (each,
      a
“Buyer
      Indemnitee”),
      with
      respect to any registration, qualification, listing or compliance effected
      pursuant to this Agreement against any losses, claims, damages, liabilities
      and
      expenses, joint or several, to which Buyer may become subject under the
      Securities Act, the 1934 Act, or other federal and state laws 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 to this Agreement, 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 (in
      light of the circumstances under which they were made) not misleading, and
      will
      pay or reimburse each Buyer Indemnitee 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, however, that the
      Company (i) will not be liable in any such case if and to the extent that (A)
      any such loss, claim, damage liability or expense arises out of or is based
      upon
      an untrue statement or alleged untrue statement or omission or alleged omission
      so made in conformity with information furnished by any Buyer Indemnitee or
      any
      other shareholder holding Registrable Securities for use in such registration
      statement, prospectus, amendment or supplement, or (B) in respect to such untrue
      statement or alleged untrue statement or omission or alleged omission with
      respect to which such loss, claim, damage, liability or expense directly
      relates, the final prospectus for such registration statement corrected in
      all
      material respects such untrue statement or alleged untrue statement or omission
      or alleged omission and notice regarding the public availability of such final
      prospectus was sent or given to or on behalf of any Buyer Indemnitee (or
      otherwise delivered in accordance with applicable law or regulation) at or
      prior
      to the confirmation of the sale of Registrable Securities of such Shareholder,
      and (ii) will not be liable for amounts paid in settlement of any such loss,
      claim, damage, liability, expense or action if such settlement is effected
      without the consent of the Company, such consent not to be unreasonably withheld
      or delayed.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    b. In
      the
      event of a registration of any Registrable Securities under the 1933 Act
      pursuant to this Agreement, each Buyer Indemnitee will indemnify and hold
      harmless the Company, each person, if any, who controls the Company, any
      underwriter retained by the Company and their respective directors, officers,
      employees, advisors, agents and affiliates against all losses, claims, damages,
      liabilities and expenses, joint or several, to which the Company or such other
      person may become subject under the 1933 Act, the 1934 Act or other federal
      or
      state laws or otherwise, but only insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof), arise out of or are based upon
      an
      untrue statement or alleged untrue statement or omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, made in reliance upon and in conformity
      with information pertaining to such Buyer Indemnitee furnished to the Company
      by
      such Shareholder for use in such registration statement under which such
      Registrable Securities were registered under the 1933 Act pursuant to this
      Agreement, or in any preliminary prospectus or final prospectus contained
      therein, or any amendment or supplement thereof, and will pay or reimburse
      the
      Company and each such other 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, however, that (i) the liability
      of
      such Buyer Indemnitee hereunder shall be limited to the greater of (a) the
      proportion of any such loss, claim, damage, liability or expense which is equal
      to the proportion that the public offering price of the shares of Registrable
      Securities sold by such Buyer Indemnitee under such registration statement
      bears
      to the total public offering price of all securities sold thereunder and (b)
      the
      amount of gross proceeds received by such Buyer Indemnitee in the offering
      giving rise to such liability, and (ii) such Buyer Indemnitee shall not be
      liable for amounts paid in settlement of any such loss, claim, damage, liability
      or action if such settlement is effected without the consent of such Buyer
      Indemnitee, such consent not to be unreasonably withheld or
      delayed.

     

    c. Promptly
      after receipt by an indemnified party hereunder of written notice of any claim
      or the commencement of any action or proceeding, 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 failure
      to
      so 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 the indemnified party 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
      or other professional 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, however, that
      if the defendants in any such action include both the indemnified party and
      the
      indemnifying party, and the indemnified party shall have been advised by counsel
      in writing that there are reasonable defenses available to it which are
      different from or additional to those available to 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 reasonable fees and expenses of such separate counsel and
      other
      expenses related to such participation to be reimbursed by the indemnifying
      party; provided, further, that in no event shall the indemnifying party be
      responsible for the fees and expenses of more than one such separate counsel.
      No
      indemnifying party, in the defense of any such claim or litigation against
      an
      indemnified party, shall consent to entry of any judgment or enter into any
      settlement which does not include as an unconditional term thereof the giving
      by
      the claimant or plaintiff to such indemnified party of a release from all
      liability in respect of such claim or litigation, unless such indemnified party
      shall otherwise consent in writing, which consent shall not be unreasonably
      withheld or delayed. An indemnifying party who is not entitled to, or elects
      not
      to, assume the defense of a claim shall not be obligated to pay the fees and
      expenses of more than one counsel for all parties indemnified by such
      indemnifying party with respect to such claim, except as expressly provided
      above.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    d. If
      the
      indemnification provided for in this Section 6 is for any reason held by a
      court
      of competent jurisdiction to be unavailable to an indemnified party in respect
      of any claims referred to therein, then the indemnifying party, in lieu of
      indemnifying such indemnified party thereunder, shall contribute to the amount
      paid or payable by such indemnified party as a result of such claims (i) in
      such
      proportion as is appropriate to reflect the relative benefits received by the
      indemnifying party and the indemnified party, or (ii) if the allocation provided
      by clause (i) above is not permitted by applicable law, in such proportion
      as is
      appropriate to reflect not only the relative benefits referred to in clause
      (i)
      above but also the relative fault of the indemnifying party and the indemnified
      party in connection with the action or inaction which resulted in such claims,
      as well as any other relevant equitable considerations. In connection with
      any
      registration of the Company’s securities, the relative benefits received by the
      indemnifying party and the indemnified party shall be deemed to be in the same
      respective proportions that the net proceeds from the offering (before deducting
      expenses) received by the indemnifying party and the indemnified party, in
      each
      case as set forth in the table on the cover page of the applicable prospectus,
      bear to the aggregate public offering price of the securities so offered. The
      relative fault of the indemnifying party and the indemnified party shall be
      determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or the omission or alleged omission to
      state
      a material fact relates to information supplied by the indemnifying party or
      the
      indemnified party and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.

     

    e. The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the indemnified party against the indemnifying party
      or others, and (ii) any liabilities the indemnifying party may be subject to
      pursuant to the law.

     

    7. Reports
      Under the 1934 Act.
      

     

    With
      a
      view to making available to the Buyer the benefits of Rule 144 promulgated
      under
      the 1933 Act or any other similar rule or regulation of the SEC that may at
      any
      time permit the Buyers to sell securities of the Company to the public without
      registration (“Rule
      144”),
      the
      Company agrees to:

     

    a. make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144;

     

    b. file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the 1933 Act and the 1934 Act so long as the Company remains
      subject to such requirements and the filing of such reports and other documents
      is required for the applicable provisions of Rule 144; and

     

    c. furnish
      to the Buyer so long as Buyer owns Registrable Securities, promptly upon
      request, (i) a written statement by the Company, if true, that it has complied
      with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act,
      (ii)
      a copy of the most recent annual or quarterly report of the Company and such
      other reports and documents so filed by the Company, and (iii) such other
      information as may be reasonably requested to permit the Buyers to sell such
      securities pursuant to Rule 144 without registration.

     

    8. Assignment
      of Registration Rights.
      

     

    The
      rights under this Agreement shall be automatically assignable by the Buyer
      to
      any transferee of all or any portion of such Buyer's Registrable Securities
      if:
      (i) the Buyer agrees in writing with the transferee or assignee to assign such
      rights, and a copy of such agreement is furnished to the Company within a
      reasonable time after such assignment; (ii) the Company is, within a reasonable
      time after such transfer or assignment, furnished with written notice of (a)
      the
      name and address of such transferee or assignee, and (b) the securities with
      respect to which such registration rights are being transferred or assigned;
      (iii) immediately following such transfer or assignment the further disposition
      of such securities by the transferee or assignee is restricted under the 1933
      Act and applicable state securities laws; (iv) at or before the time the Company
      receives the written notice contemplated by clause (ii) of this sentence the
      transferee or assignee agrees in writing with the Company to be bound by all
      of
      the provisions contained herein; and (v) such transfer shall have been made
      in
      accordance with the applicable requirements of the Investment
      Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    9. Amendment
      of Registration Rights.

     

    Provisions
      of this Agreement may be amended and the observance thereof may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively), only with the written consent of the Company and the Required
      Holders. Any amendment or waiver effected in accordance with this Section 10
      shall be binding upon the Buyer and the Company. No such amendment shall be
      effective to the extent that it applies to less than all of the holders of
      the
      Registrable Securities. No consideration shall be offered or paid to any Person
      to amend or consent to a waiver or modification of any provision of any of
      this
      Agreement unless the same consideration also is offered to all of the parties
      to
      this Agreement.

     

    10. Miscellaneous.

     

    a. A
      Person
      is deemed to be a holder of Registrable Securities whenever such Person owns
      or
      is deemed to own of record such Registrable Securities. If the Company receives
      conflicting instructions, notices or elections from two or more Persons with
      respect to the same Registrable Securities, the Company shall act upon the
      basis
      of instructions, notice or election received from the such record owner of
      such
      Registrable Securities.

     

    b. Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one Business Day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to
      Company (prior to consummation of the transactions contemplated by the Exchange
      Agreement): 

    


    No.
      999
      Ningqiao Road

    Jinqiao
      Export Processing Zone

    Pudong,
      Shanghai 201206

    People’s
      Republic of China

    Telephone: (86
      21)
      5834 9748

    Facsimile: (86-21)
      5031 0691

    Attention:
       Song
      Jinan

     

    with
      a
      copy to:

     

    Kirkpatrick
      & Lockhart Preston Gates Ellis, LLP

    925
      Fourth Avenue, Suite 2900

    Seattle,
      Washington 98104

    Telephone: 
      (206)
      370-7679

    Facsimile: 
      (206)
      370-6240

    Attention:
       Eric
      Simonson

    


    If
      to the
      Buyer:

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    Pope
      Investments LLC 

    5100
      Poplar Avenue, Suite 805

    Memphis,
      Tennessee 38137

    Telephone: (901)
      763-4001

    Facsimile: (901)
      763-4229

    Attention: William
      P. Wells, Manager

    


    with
      a
      copy to:

     

    Wells,
      Moore, Simmons & Hubbard, PLLC

    Highland
      Bluff North, Suite 200

    4450
      Old
      Canton Road

    Jackson,
      Mississippi 39211

    Telephone: 
      (601)
      354-5400 

    Facsimile: 
      (601)
      355-5850

    Attention:
       R.
      Nash
      Neyland, Esq.

     

    Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by
      the sender's facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by a
      courier or overnight courier service shall be rebuttable evidence of personal
      service, receipt by facsimile or receipt from a nationally recognized overnight
      delivery service in accordance with clause (i), (ii) or (iii) above,
      respectively.

     

    c. 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.

     

    d. All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of
      the state and federal courts sitting in the State of Delaware for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof to
      such
      party at the address for such 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 manner permitted by law. If any provision of this
      Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
      or unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of any provision of this Agreement in any other jurisdiction.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
      CONTEMPLATED HEREBY.

     

    e. This
      Agreement, the other Transaction Documents (as defined in the Investment
      Agreement) and the instruments referenced herein and therein constitute the
      entire agreement among the parties hereto with respect to the subject matter
      hereof and thereof. There are no restrictions, promises, warranties or
      undertakings, other than those set forth or referred to herein and therein.
      This
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein supersede all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof and thereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    f. Subject
      to the requirements of Section 8, this Agreement shall inure to the benefit
      of
      and be binding upon the permitted successors and assigns of each of the parties
      hereto.

     

    g. The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    h. This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same agreement.
      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.

     

    i. Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    j. All
      consents and other determinations required to be made by the Buyer pursuant
      to
      this Agreement shall be made, unless otherwise specified in this Agreement,
      by
      the Required Holders.

     

    k. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party. 

     

    l. This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    m. (i)
      The
      Company agrees that any document may be effectively served on it in connection
      with any action, suit or proceeding in the United States by service on its
      registered agent in the State of Delaware. 

     

    (ii)
      Any
      document shall be deemed to have been duly served if marked for the attention
      of
      the agent at its address as set forth in this Section 10(m) or such other
      address in the United States as may be notified to the party wishing to serve
      the document and (a) left at the specified address if its receipt is
      acknowledged in writing; or (b) sent to the specified address by post,
      registered mail return receipt requested. In the case of (a), the document
      will
      be deemed to have been duly served when it is left and signed for. In the case
      of (b), the document shall be deemed to have been duly served when received
      and
      acknowledged.

     

    (iii)
      If
      the Company's agent at any time ceases for any reason to act as such, the
      Company shall promptly appoint a replacement agent having an address for service
      in the United States and shall promptly notify Buyer at such time of the name
      and address of the replacement agent. Failing such appointment and notification,
      the holders of a majority of the Common Shares (as defined in the Investment
      Agreement) at such time shall be entitled by notice to such the Company's to
      appoint a replacement agent to act on the Company's behalf. The provisions
      of
      this Section 10(m) applying to service on an agent apply equally to service
      on a
      replacement agent.

     

    n. Currency.
      As used
      herein, “Dollar”, “US Dollar” and “$” each mean the lawful money of the United
      States.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Buyer and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

     

    
      	 	 	 
	 	
              COMPANY:

            
	 	 
	 	
              CHINA-BIOTICS,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Song Jinan
	 	
              
Name:  
Song
              Jinan
	 	
              Title:    Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      each
      Buyer and the Company have caused their respective signature page to this
      Registration Rights Agreement to be duly executed as of the date first written
      above.

     

    
      	 	 	 
	 	
              
                BUYER:

              

            
	 	 
	 	
              
                POPE
                  INVESTMENT II, LLC

                
                  By:
                    Pope Asset Management, LLC

                  Its:
                    Manager

                

              

            
	 
 	 
 	 
 
	 	By:  	/s/
              William P. Wells
	 	
              
Name:  
William
              P. Wells
	 	
              Title:    Manager

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

     

    Computershare
      Trust Company, Inc.

    350
      Indiana Street, Suite 800

    Golden,
      Colorado 80401

     

    Attention:
      

    


    Re: China-Biotics,
      Inc.

     

    Ladies
      and Gentlemen:

     

    [We
      are][I am] counsel to China-Biotics, Inc., a Delaware corporation (the
“Company”),
      and
      have represented the Company in connection with that certain Investment
      Agreement (the “Investment
      Agreement”)
      entered into by and among the Company and the Buyer named therein (the
“Holder”)
      pursuant to which the Company issued to the Holder promissory notes of the
      Company (“Notes”) convertible into shares of the Company's common stock, par
      value $0.001 per share (the “Common
      Stock”).
      Pursuant to the Investment Agreement, the Company also has entered into a
      Registration Rights Agreement with the Holder (the “Registration
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Registrable Securities (as defined in the Registration Rights Agreement),
      including the shares of Common Stock issuable upon any one or more conversions
      of the Notes, under the Securities Act of 1933, as amended (the “1933
      Act”).
      In
      connection with the Company's obligations under the Registration Rights
      Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
      on Form SB-2 (File No. 333-_____________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names the Holder as a selling
      stockholder thereunder.

     

    In
      connection with the foregoing, [we][I] advise you that a member of the SEC's
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at
[ENTER
      TIME OF EFFECTIVENESS]
      on
[ENTER
      DATE OF EFFECTIVENESS]
      and
      [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's
      staff, that any stop order suspending its effectiveness has been issued or
      that
      any proceedings for that purpose are pending before, or threatened by, the
      SEC
      and the Registrable Securities are available for resale under the 1933 Act
      pursuant to the Registration Statement.

     

    This
      letter shall serve as our standing instruction to you that the shares of Common
      Stock are freely transferable by the Holder pursuant to the Registration
      Statement. You need not require further letters from us to effect any future
      legend-free issuance or reissuance of shares of Common Stock to the Holders
      as
      contemplated by the Company's Irrevocable Transfer Agent Instructions dated
      ____________________________2007. 

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	[ISSUER'S
              COUNSEL]
	 
 	 
 	 
 
	 	By:  	 
	 	 	 
	CC: [LIST
              NAMES OF HOLDERS]	 	 


    

     

    
      
        
        

      

      
        15