Unassociated Document


    Guarantee
Agreement

     

    GUARANTEE
dated as of January 31, 2011 by China Housing & Land Development, Inc., a
Nevada corporation (the “Guarantor”) in favor of
Tianjin Cube Xindao Equity Investment Fund Partnership (LLP); Tianjin Cube Xinde
Equity Investment Fund Partnership (LLP); Tianjin Cube Xinren Equity Investment
Fund Partnership (LLP); and Tianjin Cube Xinyi Equity Investment Fund
Partnership (LLP) (collectively, the “Lenders” and individually, a
“Lender”).

     

    WITNESSETH

     

    WHEREAS, Tsining Housing
Development Co., Ltd.
(the “Obligor”),
as Borrower and the wholly-owned subsidiary of the Guarantor and the Lenders are
direct and indirect parties to various Loan Agreements dated on or about January
31, 2011 (the “Loan
Agreement”) involving the Lenders separately entrusting China
Construction Bank Co., Ltd (Shanxi  Branch) to provide a loan of 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 a Pledge Agreement dated as of January 31, 2011 (the
“Pledge
Agreement”);

     

    WHEREAS, in consideration of
the financial and other support that the Obligor has provided, and such
financial and other support as the Obligor may in the future provide, to the
Guarantor, the Guarantor is willing to guarantee the Secured
Obligations;

     

    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.

            	
              The
      Guarantee.  The Guarantor hereby unconditionally
      guarantees the full and punctual payment (whether at stated maturity, upon
      acceleration or otherwise) of the Secured Obligations.  Upon
      failure by the Obligor to pay punctually any Secured Obligation, the
      Guarantor shall forthwith on demand pay the amount not so paid at the
      place and in the manner specified in the Loan Agreement or the other
      relevant Loan Document, as the case may
be.

            


    

     

    
      	
              2.

            	
              Guarantee
      Unconditional.  The obligations of
      the Guarantor hereunder shall be unconditional and absolute and, without
      limiting the generality of the foregoing, shall not be released,
      discharged or otherwise affected
by:

            


    

     

    
      
        	
                 
      

              	
                a)

              	
                any extension, renewal,
      settlement, compromise, waiver or release in respect of any obligation of
      the Obligor under any Loan Agreement, by operation of law or
      otherwise;

              


      

      
         

        
          	
                   
      

                	
                  b)

                	
                  any release, impairment,
      non-perfection or invalidity of any direct or indirect security for any
      obligation of the Obligor under any Loan
  Agreement;

                


        

        
           

          
            	
                     
      

                  	
                    c)

                  	
                    any change in the corporate
      existence, structure or ownership of the Obligor, or any insolvency,
      bankruptcy, reorganization or other similar proceeding affecting the
      Obligor or any of its assets or any resulting release or discharge of any
      obligation of the Obligor contained in any Loan
      Agreement;

                  


          

          
             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                       
      

                    	
                      d)

                    	
                      the existence of any claim,
      setoff or other right that such Guarantor may have at any time against the
      Obligor, whether in connection herewith or with any unrelated
      transactions; provided that nothing herein shall
      prevent the assertion of any such claim by separate suit or compulsory
      counterclaim; or

                    


            

            
               

              
                	
                         
      

                      	
                        e)

                      	
                        any invalidity or
      unenforceability relating to or against the Obligor for any reason of any
      Loan Agreement or any provision of applicable law or regulation purporting
      to prohibit the payment of any Secured Obligation by the
      Obligor.

                      


              

               

            

          

        

      

    

    
      	
              3.

            	
              Representations
      and Warranties.  The Guarantor
      represents and warrants
that:

            


    

     

    
      
        
          	
                   
      

                	
                  a)

                	
                  such Guarantor is duly organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its organization;

                


        

        
           

          
            	
                     
      

                  	
                    b)

                  	
                    the execution, delivery and
      performance by such Guarantor of this Guarantee are within such
      Guarantor’s corporate powers and have been duly authorized by all
      necessary corporate and, if required, stockholder
      action;

                  


          

          
             

            
              	
                       
      

                    	
                      c)

                    	
                      this Guarantee has been duly
      executed and delivered by such Guarantor and constitutes a legal, valid
      and binding obligation of such Guarantor, enforceable in accordance with
      its terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium, and other laws affecting creditors’ rights generally and
      subject to general principles of equity, regardless of whether considered
      in a proceeding in equity or at
law;

                    


            

            
               

              
                	
                         
      

                      	
                        d)

                      	
                        the execution, delivery and
      performance of this Guarantee (i) do not require any consent or approval
      of, registration or filing with, or other action by, any governmental
      authority, except such as have been obtained and are in full force and
      effect, (ii) will not violate any applicable law or regulation or the
      charter, by-laws or other organizational documents of such Guarantor or
      any order of any court or governmental authority and (iii) will not
      violate or result in a default under any indenture, agreement or other
      instrument binding upon such Guarantor or any of its properties or give
      rise to a right thereunder to require such Guarantor to make any payment;
      and

                      


              

              
                 

                
                  	
                           
      

                        	
                          e)

                        	
                          there are no actions, suits or
      proceedings by or before any arbitrator or court or other governmental
      authority pending against or, to the knowledge of such Guarantor,
      threatened against or affecting such Guarantor as to which there is a
      reasonable possibility of adverse determinations that, in the aggregate,
      could reasonably be expected to result in a material adverse effect on the
      assets, operations, prospects or condition, financial or otherwise, of
      such Guarantor or the ability of such Guarantor to perform its obligations
      under this Guarantee.

                        


                

                 

              

            

          

        

      

    

    
      	
              4.

            	
              Discharge
      Only Upon Payment in Full; Reinstatement In Certain
      Circumstances.  The Guarantor’s obligations
      hereunder shall remain in full force and effect until all payments of
      principal and any accrued interest are paid in full pursuant to the Loan
      Agreement (the “Release
      Conditions”).  If at any time any
      payment of a Secured Obligation is rescinded or must be otherwise restored
      or returned upon the insolvency or receivership of the Obligor or
      otherwise, the Guarantor’s obligations hereunder with respect to such
      payment shall be reinstated as though such payment had been due but not
      made at such time.

            


    

     

    
      	
              5.

            	
              Subrogation.  The Guarantor that
      makes full payment with respect to the obligation of the Obligor hereunder
      shall be subrogated to the rights of the payee against the Obligor with
      respect to such obligation; provided that the Guarantor shall not
      enforce any payment by way of subrogation against any such Obligor until
      the Release Conditions are
satisfied.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Stay of
      Acceleration.  If acceleration of
      the time for payment of any Secured Obligation is stayed upon the
      insolvency, bankruptcy or reorganization of the Obligor, all such Secured
      Obligations otherwise subject to acceleration under the terms of the Loan
      Agreement shall nonetheless be payable by the Guarantor hereunder
      forthwith on demand by the
Lenders.

            


    

     

    
      	
              7.

            	
              Amendments
      and Waivers.  Any provision of
      this Guarantee may be amended or waived if, but only if, such amendment or
      waiver is in writing and is signed by the Lenders, the Obligor and the
      Guarantor to be bound
thereby.

            


    

     

    
      	
               
      

            	
              Notices.  Any
      notice, demand, request or any other communication required or desired to
      be served, given or delivered hereunder shall be in writing and shall be
      served, given or delivered to the address and facsimile number of each
      party as specified below:

            


    

     

    For the
Guarantor:

     

    China
Housing & Land Development, Inc.

     

    Address:   
6 Youyi Dong Lu, Han Yuan 4 Lou

    Xi’an,
Shaanxi Province

    China
710054

    Attention:
Mr. Cangsang Huang

    Tel:  +86-29-82582632

    Facsimile:

    Email:  chuang@chldinc.com

    


    For the
Lenders:

    


    Address:   
c/o Cube Capital HK Limited

    Attention:
Ms. Christine Dai, Mr. Tony Chen, Mr. ZK Zhuang

    Tel:  8613911050265

    Facsimile:
852 2525 8003

    Email:
cdai@cubecap.com,
tchen@cubecap.com,
zzhuang@cubecap.com

    


     

    
      	
              8.

            	
              Continuing
      Guarantee.  The Guarantor’s guarantee hereunder is a
      continuing guarantee, shall be binding on the Guarantor and its successors
      and assigns, and shall be enforceable by the Lenders.  If all or
      part of the Lenders’ interest in any Secured Obligation is assigned or
      otherwise transferred, the transferor’s rights hereunder, to the extent
      applicable to the obligation so transferred, shall automatically be
      transferred with such obligation.

            


    

     

    
      	
              9.

            	
              Severability.  If
      any provision hereof is invalid or unenforceable in any jurisdiction,
      then, to the fullest extent permitted by law, (i) the other provisions
      hereof shall remain in full force and effect in such jurisdiction in order
      to carry out the intentions of the parties hereto as nearly as may be
      possible and (ii) the invalidity or unenforceability of any provision
      hereof in any jurisdiction shall not affect the validity or enforceability
      of such provision in any other
jurisdiction.

            


    

     

    
      	
              10.

            	
              Limit of
      Liability.  The Guarantor shall be liable under this
      Guarantee only for amounts aggregating up to the largest amount that would
      not render its obligations hereunder subject to avoidance under Section
      548 of the United States Bankruptcy Code or any comparable provision of
      any other applicable law.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              No
      Waiver.  No failure or delay by any Lender in exercising
      any right, power or privilege under this Guarantee shall operate as a
      waiver thereof nor shall any single or partial exercise thereof preclude
      any other or further exercise thereof or the exercise of any other right,
      power or privilege.

            


    

     

    
      	
              12.

            	
              Successors and
      Assigns.  This Guarantee shall be binding upon the
      Guarantor and their respective successors and assigns, for the benefit of
      the Lenders and their successors and assigns, except that the Guarantor
      may not transfer or assign any or all of its rights or obligations
      hereunder without the prior written consent of the
  Lenders.

            


    

     

    
      	
              13.

            	
              Governing Law;
      Jurisdiction.

            


    

     

    
      	
               
      

            	
              a)

            	
              This
      Guarantee shall be construed in accordance with and governed by the law of
      the State of New York.

            


    

     

    
      
        	
                 
      

              	
                b)

              	
                The
      Guarantor hereby irrevocably and unconditionally submits, for itself and
      its property, to the nonexclusive jurisdiction of the Supreme Court of the
      State of New York sitting in New York County and of the United States
      District Court of the Southern District of New York, and any relevant
      appellate court, in any action or proceeding arising out of or relating to
      this Guarantee, or for recognition or enforcement of any judgment, and
      each party hereto hereby irrevocably and unconditionally agrees that all
      claims in respect of any such action or proceeding may be heard and
      determined in New York State court or, to the extent permitted by law, in
      such Federal court.  Each party hereto agrees that a final
      judgment in any such action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other
      manner provided by law.

              


      

       

    

    
      	
               
      

            	
              c)

            	
              The
      Guarantor irrevocably and unconditionally waives, to the fullest extent it
      may legally and effectively do so, any objection that it may now or
      hereafter have to the laying of venue of any suit, action or proceeding
      arising out of or relating to this Guarantee in any court referred to in
      subsection (b) of this Section.  Each party hereto irrevocably
      waives, to the fullest extent permitted by law, the defense of an
      inconvenient forum to the maintenance of any such suit, action or
      proceeding in any such court.

            


    

     

    
      	
              14.

            	
              WAIVER OF JURY
      TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
      JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
      RELATING TO THIS GUARANTEE.

            


    

     

    
      	
              15.

            	
              This
      Guarantee may be signed in any number of counterparts, each of which shall
      be an original, with the same effect as if the signatures thereto and
      hereto were upon the same instrument. This Guarantee shall become
      effective on the date when the Lenders shall have received counterparts
      hereof signed by the Guarantor hereto (or, in the case of any party as to
      which an executed counterpart shall not have been received, receipt by the
      Lenders in the form satisfactory to it of  facsimile or other
      written confirmation from such party of execution of a counterpart hereof
      by such party).

            


    

     

    [signature
pages to follow]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Guarantee to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                For
      and on Behalf of

                                China
      Housing & Land Development, Inc.

                                 

                                 

                                By:
      /s/ Pingji
      Lu                                             
      

                                Name:
      Pingji
      Lu

                                Title:
      Authorized Person

                              	
                                Tsining
      Housing Development Co., Ltd.

                                 

                                 

                                 

                                By:
      /s/ Pingji
      Lu                                          
      

                                Name:
      Pingji
      Lu

                                Title:
      Authorized Person

                              
	 
      	 
      
	
                                Agreed
      to and Accepted by:

                              	 
      
	 
      	 
      
	
                                For
      and on Behalf of

                                Tianjin
      Cube Xindao Equity Investment Fund Partnership (LLP)

                                 

                                 

                                By:
      /s/
      Ruifeng
      Dai                                        
      

                                Name:
      Ruifeng
      Dai

                                Title:
      Authorized Person

                              	
                                For
      and on Behalf of

                                Tianjin
      Cube Xinde Equity Investment Fund Partnership (LLP)

                                 

                                 

                                By:
      /s/
      Ruifeng
      Dai                                     
      

                                Name:
      Ruifeng
      Dai

                                Title:
      Authorized Person

                              
	 	 
	
                                For
      and on Behalf of

                                Tianjin
      Cube Xinren Equity Investment Fund Partnership (LLP)

                                 

                                 

                                By:
      /s/
      Ruifeng
      Dai                                        
      

                                Name:
      Ruifeng
      Dai

                                Title:
      Authorized Person

                              	
                                For
      and on Behalf of

                                Tianjin
      Cube Xinyi Equity Investment Fund Partnership (LLP)

                                 

                                 

                                By:
      /s/
      Ruifeng
      Dai                                     
      

                                Name:
      Ruifeng
      Dai

                                Title:
      Authorized
Person

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        5