0001079973-08-000138 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • January 30th, 2008 • China Housing & Land Development, Inc. • Operators of apartment buildings • New York

PLEDGE AGREEMENT (this “Agreement”), dated as of January 28, 2008, made by Lu Pingji (the “Pledgor”), in favor of _____________________, a British Virgin Islands limited partnership, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Investors” (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 30th, 2008 • China Housing & Land Development, Inc. • Operators of apartment buildings • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of January 28, 2008 (this “Agreement ”), is made by and among China Housing & Land Development, Inc., a Nevada corporation, with headquarters located at 6 Youyi Dong Lu, Han Yuan 4 Lou, Xi’An, Shaanxi Province, China 710054 (the “Company ”), and the investors named on the signature pages hereto (the “Investors ”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 30th, 2008 • China Housing & Land Development, Inc. • Operators of apartment buildings • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement ”), dated as of January 28, 2008 is made by and among China Housing & Land Development, Inc., a Nevada corporation, with headquarters located at 6 Youyi Dong Lu, Han Yuan 4 Lou, Xi’An, Shaanxi Province, China 710054 (the “Company ”), and the investors named on the signature pages hereto, together with their permitted transferees (the “Investors ”).

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