Amendment
No. 1


to


Equity
Pledge Agreement


 


THIS AMENDMENT NO. 1 TO EQUITY PLEDGE AGREEMENT (this “Amendment”)
is entered into this 6th day of December, 2011, by China Housing & Land Development, Inc., a Nevada corporation
(the “Pledgor”) in favor of 天津乔博信道股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xindao Equity Investment Fund Partnership (LLP)); 天津乔博信德股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xinde Equity Investment Fund Partnership (LLP)); 天津乔博信仁股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xinren Equity Investment Fund Partnership (LLP)); and 天津乔博信艺股权投资基金合伙企业(有限合伙)
(Tianjin Cube Xinyi Equity Investment Fund Partnership (LLP)) as pledgees with respect to the Shares (as defined below) (with their
successors in such capacity, collectively the “Pledgees” and individually, a “Pledgee”).


 


RECITALS


 


WHEREAS, Tsining
Housing Development Co., Ltd. (西安新兴房地产开发有限公司)
(the “Obligor”), as Borrower and the wholly-owned subsidiary of the Guarantor and the Lenders are direct and
indirect parties to various Loan Agreements and certain agreements related thereto dated on or about January 27, 2011 (as
amended, restated, or otherwise modified from time to time, the “Loan Agreements”)
involving the Lenders separately entrusting China Construction Bank Co. Ltd. (Shanxi Branch) (中国建设银行股份有限公司陕西省分行)
to provide a loan of approximately RMB200,000,000 (Two Hundred Million Renminbi Yuan) in aggregate amount to the Obligor (the “Secured
Obligations”);


 


WHEREAS, the Guarantor and the Lenders are
parties to that certain Equity Pledge Agreement dated on or about January 27, 2011 (the “Pledge Agreement”);


 


WHEREAS, the Guarantor, the Lenders and the
Obligor are parties to that certain Guarantee Agreement dated as of January 27, 2011 (the “Guarantee”);


 


WHEREAS, the Guarantor, the Lenders and the
Obligor wish to extend the the Loan Agreement for an additional six (6) months with the new maturity date being July 27, 2012;


 


WHEREAS, in order
to extend the Loan Agreement and subject to Clause 1.1 Section 14 below, it is necessary to extend both the Pledge Agreement and
the Guarantee up to the date that the Secured Obligations (such Secured Obligations including 100% of the RMB200 million
loan principal, plus any accrued and unpaid interest charges and all related penalties and contractual
liabilities (if any)) are settled in full by the Obligor and/or the Guarantor (the “Extension”);


 


WHEREAS, the Guarantor, the Lenders, and the
Obligor desire to amend the Pledge Agreement upon the terms and conditions more fully set forth herein in order to effect the Extention.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


1. Amendment to Pledge Agreement.


1.1 Section 14.Effectiveness and
Term.  Section 14 of the Pledge Agreement is amended to add the following subsection (c):


“(c) Unless otherwise
terminated earlier pursuant to other provisions hereunder or extended by amendment hereto, this Agreement shall expire on the date
that the Secured Obligations (such Secured Obligations including 100% of the RMB200 million loan principal, plus any accrued and
unpaid interest charges and all penalties and contractual liabilities (if any)) are settled in full by the Obligor and/or the Guarantor).


 


[Signature page to follow]


 






    	 



    	 



    



 


IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Pledge Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


 


PLEDGOR


 


CHINA HOUSING & LAND
DEVELOPMENT, inc.


 


By: /s/ Authorized Individual


Name: Authorized Individual

Title: Authorized Individual


 


OBLIGOR


 


Tsining Housing Development Co., Ltd. 


(Chinese translation: 西安新兴房地产开发有限公司)


 


By: /s/ Authorized Individual


Name: Authorized Individual

Title: Authorized Individual


 


PLEDGEES


 


Tianjin Cube Xindao Equity Investment Fund Partnership (LLP)


(Chinese Translation: 天津乔博信道股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual


Name: Authorized Individual

Title: Authorized Individual


 


Tianjin Cube Xinde Equity Investment Fund Partnership (LLP) 


(Chinese Translation: 天津乔博信德股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual

 Name: Authorized Individual

Title: Authorized Individual


 


Tianjin Cube Xinren Equity Investment Fund Partnership (LLP)



(Chinese Translation: 天津乔博信仁股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual


 Name: Authorized Individual

Title: Authorized Individual


 


Tianjin Cube Xinyi Equity Investment Fund Partnership (LLP) 


(Chinese Translation: 天津乔博信艺股权投资基金合伙企业(有限合伙))


 


By: /s/ Authorized Individual


Name: Authorized Individual

Title: Authorized Individual