LOCK-UP
AGREEMENT





July 20,
2009





Roth
Capital Partners, LLC


24
Corporate Plaza


Newport
Beach, CA 92660





Re:       China
Green Agriculture, Inc. (the “Company”)





Ladies
& Gentlemen:





The
undersigned is an owner of record or beneficially of certain shares of common
stock, par value $.001 per share, of the Company (“Common Stock”) or securities
convertible into, exchangeable, or exercisable for Common Stock, the number of
which as of the date of this Agreement is indicated on the signature page below
(“Securities”).  The
Company proposes to carry out a public offering of Common Stock (the “Offering”) for which you will
act as the underwriter. The undersigned recognizes that the Offering will be of
benefit to the undersigned. The undersigned acknowledges that you are relying on
the representations and agreements of the undersigned contained in this letter
in carrying out the Offering and in entering into an Underwriting Agreement (the
“Underwriting
Agreement”) with the Company with respect to the Offering.




In
consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of Roth Capital
Partners, LLC (which consent may be withheld in its sole discretion), directly
or indirectly, sell, offer to sell, contract to sell, or grant any option for
the sale (including without limitation any short sale), grant any security
interest in, pledge, hypothecate, hedge, establish an open “put equivalent
position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the “Exchange
Act”) or otherwise dispose of or enter into any transaction which is
designed to, or could be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or
otherwise by the Company or any affiliate of the Company or any person in
privity with the Company or any affiliate of the Company) of any shares of
Common Stock or any Securities (collectively, a “Disposition”) currently or
hereafter owned either of record or beneficially (as defined in Rule 13d-3 under
the Exchange Act) by the undersigned, or publicly announce the undersigned’s
intention to do any of the foregoing (provided, however,that the
undersigned may complete one or more gift transfers of Securities to immediate
family member(s) (as defined in Item 404(a) of Regulation S-K under the Exchange
Act) or transfer Securities to one or more trusts for bona fide estate planning
purposes without prior written consent and upon written notice to Roth Capital
Partners), for a period commencing on the date hereof and ending ninety (90)
days after the Closing Date, as defined in the Underwriting Agreement, subject
to adjustment as discussed below (the “Lock-up
Period”).  The undersigned also agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with the foregoing restrictions.









The
foregoing restriction has been expressly agreed to preclude the holder of the
Securities from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a Disposition of Securities
during the Lock-up Period, even if such Securities would be disposed of by
someone other than such holder.  Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale, or grant of any right (including,
without limitation, any put or call option) with respect to any Securities or
with respect to any security (other than a broad-based market basket or index)
that included, relates to, or derives any significant part of its value from
Securities.  The undersigned also agrees and consents to the entry of
stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of shares of Common Stock or Securities held by the
undersigned except in compliance with the foregoing restrictions.




For the
purpose of allowing Roth Capital Partners, LLC to comply with NASD Rule
2711(f)(4), or the applicable successor FINRA Rule when published, if (1) during
the last 17 days of the Lock-Up Period, the Company releases earnings results or
publicly announces other material news or a material event relating to the
Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company
announces that it will release earnings results during the 16 day period
beginning on the last day of the Lock-Up Period, then in each case the Lock-Up
Period will be extended until the expiration of the 18 day period beginning on
the date of release of the earnings results or the public announcement regarding
the material news or the occurrence of the material event, as applicable, unless
Roth Capital Partners, LLC waives, in writing, such extension.  Roth
Capital Partners, LLC agrees to waive such extension if the provisions of NASD
Rule 2711(f)(4) or any applicable successor rule are not applicable to the
Offering.




The
undersigned understands that, if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of the Common Stock to be sold thereunder, the undersigned shall be
released from, all obligations under this Lock-Up Agreement.




This
agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.




Nothing
in this Lock-up Agreement shall constitute an obligation to purchase shares of
Common Stock or Securities of the Company.




This
Lock-Up Agreement shall be governed by and construed in accordance with the laws
of the State of California, without regard to the conflict of laws principles
thereof.







Tao LiPrinted
      Name of HolderBy:
                /s/ Tao LiSignature





Number of
Shares: 4,740,902 shares of Common Stock




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