Unassociated Document


    
      EQUITY
PLEDGE AGREEMENT

       

      This
EQUITY PLEDGE AGREEMENT,
dated as of January 31, 2011 (this “Agreement”), is executed by
and among China Housing and Land Development, Inc., a corporation incorporated
and established under the laws of the state of Nevada (the “Pledgor”), and 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), as pledgees with respect to the Shares (as defined below) (with their
successors in such capacity, collectively the “Pledgees” and individually, a
“Pledgee” )

       

      WITNESSETH

       

      WHEREAS, the Pledgees and the
Pledgor’s wholly-owned, China-incorporated subsidiary, Tsining Housing
Development Co., Ltd. (the “Obligor”) are direct and
indirect parties to certain Loan Agreements dated on or about January 31, 2011
(collectively, the “Loan
Agreement”) involving the Pledgees separately and individually entrusting
China Construction Bank Co., Ltd (Shanxi  Branch) to provide a loan of
approximately RMB200,000,000 (Two Hundred Million Renminbi Yuan) in aggregate
amount to the Obligor.  The relevant loan agreements are in the form
attached hereto as Exhibit A (collectively, the “Loan Agreement”);
and

       

      WHEREAS, the Pledgor shall
pledge 100% of its equity interests in Wayfast Holdings Limited, a corporation
incorporated under the laws of the British Virgin Islands (the “Subsidiary”), representing
100% of the outstanding equity interests of the Subsidiary (the “Equity Interest”) and register
the said pledge to secure the Pledgees’ first lien right over the Equity
Interest , in accordance with the terms and conditions of the Loan Agreement, on
behalf of the Pledgees;

       

      NOW, THEREFORE, for and in
consideration of the foregoing, now or hereafter made to or for the benefit of
the Pledgees pursuant to the Loan Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Pledgor and the Pledgees hereby agree as follows:

       

      
        	
                1.

              	
                Pledge.  To
      the maximum extent permitted by applicable law, the Pledgor hereby, and
      shall from time to time and on a continuous basis, pledges to the Pledgees
      and grants to the Pledgees a first-lien security interest in the following
      (collectively, the “Pledged
      Collateral”):

              


      

      
         

        
          	
                   
      

                	
                  
                    a)

                  

                	
                  
                    All
      of the right, title and interest of the Pledgor in the Equity Interest on
      a first lien basis now existing and hereinafter held in the name of the
      Pledgor resulting from the exercise of any options or warrants (all of the
      said Equity Interest being hereinafter collectively referred to as the
      “Pledged Equity”),
      and all dividends, distributions, cash, instruments and other property
      from time to time received, receivable or otherwise distributed in respect
      of, or in exchange for, any or all of the Pledged
      Equity;

                  

                


        

        
           

          
            	
                     
      

                  	
                    
                      b)

                    

                  	
                    
                      Any
      options, warrants and other rights and options in respect of or in
      exchange for any or all of the Equity Interest, to the extent such
      options, warrants and rights are permitted to be pledged to the Pledgees
      under the then effective law;

                    

                  


          

           

        

      

      
        	
                 
      

              	
                c)

              	
                All
      proceeds of the foregoing; and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  
                    d)

                  

                	
                  
                    The
      proceeds of any liquidation, winding up or dissolution of the Subsidiary
      payable to the Pledgor.

                  

                


        

         

      

      
        	
                2.

              	
                Security for
      Liabilities.  The Pledged Collateral secures on a first
      lien basis the full and prompt payment, performance and observance when
      due (whether at stated maturity, by acceleration or otherwise) of (i) the
      payment of all of the principal of and interest and premium, if any,
      pursuant to the Loan Agreement, (ii) all other obligations in respect of
      the Loan Agreement, and (iii) all obligations of the Pledgor under this
      Agreement (all such obligations referred to in Clauses (i), (ii) and (iii)
      now or hereafter existing being hereinafter collectively referred to as
      the “Liabilities”).

              


      

       

      
        	
                3.

              	
                Perfection of Pledge;
      Registration and
Acknowledgments.

              


      

      
         

        
          	
                   
      

                	
                  
                    a)

                  

                	
                  
                    Following
      the execution of this Agreement, Pledgor shall as soon as practicable
      procure the recording of the Pledged Equity under this Agreement in the
      register of shareholders of the
  Subsidiary.

                  

                


        

        
           

          
            	
                     
      

                  	
                    
                      b)

                    

                  	
                    
                      Following
      the execution of this Agreement, the Pledgor shall as soon as practicable
      file with the Secretary of State of the State of Nevada a financing
      statement on form UCC-1 in respect of the pledge hereunder pursuant to the
      Uniform Commercial Code as in effect in the State of Nevada in the United
      States (the “UCC
      Financing Statement”).

                    

                  


          

           

        

      

      
        	
                4.

              	
                Representations and
      Warranties. The Pledgor represents and warrants as
      follows:

              


      

      
         

        
          	
                   
      

                	
                  
                    a)

                  

                	
                  
                    The
      Pledgor is the sole legal and beneficial owner of the Equity Interests,
      free and clear of any lien, charge, mortgage, pledge, security interest,
      claim, limitation on voting rights, equity, trust or other encumbrance,
      preferential arrangement, defect or restriction of any kind whatsoever
      (“Liens”), except
      for the liens created by this Agreement or arising by operation of
      law;

                  

                


        

        
           

          
            	
                     
      

                  	
                    
                      b)

                    

                  	
                    
                      The
      registered capital of the Subsidiary has been duly paid up by the Pledgor
      to the extent required pursuant to the provisions of the Subsidiary’s
      current articles of
association;

                    

                  


          

           

        

      

      
        	
                 
      

              	
                c)

              	
                All
      of the Pledged Equity has been duly authorized, fully paid and duly
      verified;

              


      

       

      
        
          	
                   
      

                	
                  
                    d)

                  

                	
                  
                    As
      of the date hereof, there are no existing liens, options, warrants, calls
      or commitments of any character whatsoever relating to the Pledged
      Equity;

                  

                


        

         

      

      
        	
                 
      

              	
                e)

              	
                The
      Pledgor has full power and authority to enter into this
      Agreement;

              


      

       

      
        	
                 
      

              	
                f)

              	
                Any
      invalidity or unenforceability relating to or against the Obligor for any
      reason of any Prior to the date hereof there are no restrictions upon the
      voting rights associated with, or upon the transfer of, any of the Pledged
      Collateral except for the approval requirement in respect of the transfer
      of the Pledged Collateral pursuant to any applicable
  law;

              


      

       

      
        
          	
                   
      

                	
                  
                    g)

                  

                	
                  
                    Prior
      to the date hereof the Pledgor has the right to vote, pledge, assign and
      grant a security interest in or otherwise transfer such Pledged Collateral
      free of any Liens and the pledge of the Pledged Equity pursuant to this
      Agreement creates a valid and perfected security interest in the Pledged
      Collateral, securing the payment of all
  Liabilities;

                  

                


        

         

      

      
        
          	
                   
      

                	
                  
                    h)

                  

                	
                  
                    There
      is no action, suit, proceeding, governmental investigation or arbitration
      before or by any governmental authority, pending, or to the knowledge of
      the Pledgor, threatened against the Pledgor or any of its property which
      will materially and adversely affect the ability of the Pledgor to perform
      its obligations under this
Agreement;

                  

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

      

      
        	
                 
      

              	
                i)

              	
                The
      execution, delivery and performance of this Agreement by the Pledgor (i)
      does not violate any indenture, trust deed, mortgage, any other agreement
      or any applicable laws or regulations to which the Pledgor is a party or
      is subject to or by which any of its properties or assets may be bound;
      (ii) complies with all corporate organizational documents of the Pledgor;
      and (iii) does not violate any restriction on such transfer or encumbrance
      of the Pledged Collateral; and

              


      

       

      
        	
                 
      

              	
                j)

              	
                The
      Pledged Equity constitutes 100% of the issued and outstanding Equity
      Interests of the Subsidiary.

              


      

       

      
        	
                5.

              	
                Dividends and Other
      Distributions.

              


      

       

      
        	
                 
      

              	
                a)

              	
                The
      Pledgor shall be entitled to receive and retain any and all dividends and
      distributions paid in respect of the Pledged Collateral, notwithstanding
      such dividends and distributions being subject to the pledge and
      assignment thereof pursuant to Section 2,
      provided, however, that any and
      all

              


      

       

      
        	
                 
      

              	
                i)

              	
                dividends
      and distributions paid or payable other than in cash with respect to, and
      instruments and other property received, receivable or otherwise
      distributed with respect to, or in exchange for, any of the Pledged
      Collateral;

              


      

       

      
        	
                 
      

              	
                ii)

              	
                dividends
      and other distributions paid or payable in cash with respect to any of the
      Pledged Collateral on account of a partial or total liquidation or
      dissolution or in connection with a reduction of capital, capital surplus
      or paid-in surplus; and

              


      

       

      
        	
                 
      

              	
                iii)

              	
                cash
      paid, payable or otherwise distributed with respect to principal of, or in
      redemption of, or in exchange for, any of the Pledged
      Collateral;

              


      

       

      shall be
Pledged Collateral, and shall be forthwith delivered to the Pledgees to hold as
Pledged Collateral and shall, if received by the Pledgor, be immediately deliver
to the Pledgees as Pledged Collateral in the same form as so received (with any
necessary endorsement); and

       

      
        
          	
                   
      

                	
                  
                    b)

                  

                	
                  
                    The
      Pledgees shall execute and deliver (or cause to be executed and delivered)
      to the Pledgor all such proxies and other instruments in a form reasonably
      acceptable to the Pledgor and as required by the relevant laws and
      regulations to enable the Pledgor to receive the dividends which it is
      authorized to receive and retain pursuant to clause (a)
      above.

                  

                


        

         

      

      
        	
                6.

              	
                Transfers and other
      Liens.  Other than as permitted by the terms of the Loan
      Agreement, the Pledgor agrees that it will not (i) sell, transfer or
      otherwise dispose of, or grant any option with respect to, any of the
      Pledged Collateral without the prior written consent of the Pledgees, or
      (ii) create or permit to exist any Lien upon or with respect to any of the
      Pledged Collateral (except for the security interest under this Agreement
      or Liens arising by operation of law).  Except as permitted by
      the Loan Agreement, the Pledgor further agrees that it will procure, or
      take reasonable efforts to procure, that the Subsidiary and any other
      direct or indirect subsidiary thereof shall carry on business only in the
      ordinary course and will not dispose of or agree to dispose of a
      substantial part of its assets or undertaking without the prior written
      approval of the Pledgees.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                7.

              	
                Defense of
      Title.  The Pledgor will defend the title to the Pledged
      Collateral and the Liens of the Pledgees in the Pledged Collateral against
      the claim of any person or entity and will maintain and preserve such
      Liens.

              


      

       

      
        	
                8.

              	
                Remedies.  After
      the occurrence and during the continuation of a default under any of the
      Loan Agreement, the Pledgees shall have such powers of sale and other
      powers as may be conferred by any applicable
  law.

              


      

      
         

        
          	
                  9.

                	
                  Pledgees Appointed
      Attorney-in-Fact.  The Pledgor hereby appoints the
      Pledgees and any of their delegates or sub-delegates to be its
      attorney-in-fact irrevocably coupled with an interest, with the detailed
      power of delegation duly executed, with full authority, in the name of the
      Pledgor or otherwise, after the occurrence and during the continuation of
      a default under the Loan Agreement to take any action and to execute any
      instrument which such Pledgees may deem necessary or advisable to
      accomplish the purposes of this Agreement, including, without limitation,
      to receive, endorse and collect all instruments made payable to the
      Pledgor representing any dividend or other distribution in respect of the
      Pledged Collateral or any part thereof and to give full discharge for the
      same and to arrange for the transfer of all or any part of the Pledged
      Collateral on the books of the Subsidiary to the name of the Pledgee or
      such Pledgee’s nominee.

                


        

         

      

      
        	
                10.

              	
                Pledgees May
      Perform.  If the Pledgor fails to perform any agreement
      contained herein, the Pledgees may themselves perform, or cause
      performance of, such agreement, and the expenses of the Pledgees incurred
      in connection therewith shall be payable by the Pledgorand constitute
      Liabilities secured thereby.

              


      

       

      
        	
                11.

              	
                Expenses.  The
      Pledgor shall be liable for all expenses which the Pledgees may incur in
      connection with the failure by the Pledgor to perform or observe any of
      the provisions hereof.  This survives the termination and expiry
      of this Agreement.

              


      

       

      
        	
                12.

              	
                Security Interest
      Absolute.  All rights of the Pledgees and security
      interests hereunder, and all obligations of the Pledgor hereunder, shall
      be absolute and unconditional irrespective
of:

              


      

       

      
        	
                 
      

              	
                a)

              	
                any
      lack of validity or enforceability of any provision of the Loan Agreement
      or any other agreement or instrument relating
  thereto;

              


      

       

      
        
          	
                   
      

                	
                  b)

                	
                  any
      change in the time, manner or place of payment of, or in any other term
      of, or any increase in the amount of, all or any of the Liabilities, or
      any other amendment or waiver of any term of, or any consent to any
      departure from any requirement of, the Loan
  Agreement;

                


        

         

      

      
        	
                 
      

              	
                c)

              	
                any
      exchange, release or non-perfection of any Lien on any other collateral,
      or any release or amendment or waiver of any term of any guaranty of, or
      consent to departure from any requirement of any guaranty of, all or any
      of the Liabilities.

              


      

       

      
        	
                13.

              	
                Waivers.  The
      Pledgor waives, to the fullest extent permitted by applicable laws,
      presentment and demand for payment of any of the Liabilities or notice of
      Event of Default with respect to any of the Liabilities and all other
      notices to which the Pledgor might otherwise be entitled except as
      otherwise expressly provided
herein.

              


      

       

      
        	
                14.

              	
                Effectiveness and
      Term.

              


      

       

      
        	
                 
      

              	
                a)

              	
                This
      Agreement shall take effect upon
execution.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  b)

                	
                  This
      Agreement shall remain in full force and effect after satisfying the
      effectiveness conditions as stated in Section 14(a)
      above until the final payment in full, in cash, of the
      Liabilities.  Upon final payment in full, in cash, of the
      obligations secured by the Lien, the Pledgees will release the Lien
      created hereunder.

                


        

         

      

      
        	
                15.

              	
                Definitions.  The
      singular shall include the plural and vice versa and any gender shall
      include any other gender as the context may
  require.

              


      

       

      
        	
                16.

              	
                Binding Effect;
      Successors and Assignees.  This Agreement shall be
      binding upon the Pledgor and its successors and assignees, and shall inure
      to the benefit of the Pledgees and its successors and
      assignees.  The Pledgor’s successors shall include, without
      limitation, a receiver or trustee of or for the Pledgor.  The
      Pledgees shall provide notice to the Pledgor prior to any assignment of
      this Agreement by such Pledgee.

              


      

       

      
        	
                17.

              	
                Governing Law and
      Dispute Resolution.

              


      

       

      
        	
                 
      

              	
                a)

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

              


      

       

      
        
          	
                   
      

                	
                  b)

                	
                  The
      Pledgor 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 Agreement, 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
      Pledgor 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 Agreement 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.

              


      

       

      
        	
                18.

              	
                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.

              


      

       

      
        	
                19.

              	
                Severability.  If
      any provision of this Agreement is held to be prohibited or unenforceable
      in any jurisdiction the substantive laws of which are held to be
      applicable hereto, such prohibition or unenforceability shall not affect
      the validity or enforceability of the remaining provisions hereof and
      shall not invalidate or render unenforceable such provision in any other
      jurisdiction.

              


      

       

      
        	
                20.

              	
                Pledgees’ Duty of
      Care.

              


      

       

      
        	
                 
      

              	
                a)

              	
                The
      Pledgees shall be liable for any material acts, omissions, errors of
      judgment or mistakes of fact or law of a material nature including,
      without limitation, material acts, omissions, errors or mistakes of a
      material nature with respect to the Pledged Collateral, except for those
      arising out of or in connection with the Pledgor’s gross negligence or
      willful misconduct or breach of any terms or any of its obligations
      herein.  Without limiting the generality of the foregoing, the
      Pledgees shall not be under any obligation to take any steps necessary to
      preserve rights in the Pledged Collateral against any other parties but
      may do so at its option.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  
                    b)

                  

                	
                  
                    No
      provision of this Agreement shall require the Pledgees to do anything
      which may: (i) be illegal or contrary to applicable law or regulation;
      (ii) cause it to expend or risk its own funds or otherwise incur any
      financial liability in the performance of any of its duties or in the
      exercise of any of its own rights or powers, if it shall have grounds for
      believing that repayment of such fundsor satisfactory indemnity against
      such risk or the liability is not assured to
  it.

                  

                


        

         

      

      
        	
                 
      

              	
                c)

              	
                Notwithstanding
      anything to the contrary in this Agreement, the Pledgees shall not in any
      event be liable for any failure or delay in the performance of its
      obligations hereunder if it is prevented from so performing its
      obligations by any existing or future law or regulation, any existing or
      future act of any governmental authority, act of God, flood, war whether
      declared or undeclared, terrorism, riot, rebellion, civil commotion,
      strike, lockout, other industrial action, general failure of electricity
      or other supply, aircraft collision, technical failure, accidental or
      mechanical or electrical breakdown, computer failure or failure of any
      money transmission system or any reason which is beyond the control of the
      Pledgees.

              


      

       

      
        
          
            	
                     
      

                  	
                    
                      d)

                    

                  	
                    
                      The
      Pledgees shall engage and consult with any legal adviser and professional
      adviser selected by it and rely upon any advice so
      obtained.  The Pledgees and their respective directors,
      officers, employees and duly appointed agents shall be protected and shall
      not be liable in respect of any action taken, or omitted to be done or
      suffered to be taken, in accordance with such
  advice.

                    

                  


          

           

        

      

      
        	
                 
      

              	
                e)

              	
                The
      Pledgees’ sole duty with respect to the custody, safekeeping and physical
      preservation of the Pledged Collateral shall be to deal with it in the
      same manner as the Pledgee deals with similar property for its own
      account.

              


      

       

      
        	
                 
      

              	
                f)

              	
                Notwithstanding
      any other term or provision of this Agreement to the contrary, the
      Pledgees shall not be liable for special, punitive, indirect or
      consequential loss or damage of any kind whatsoever including but not
      limited to loss of profits, whether or not foreseeable, and regardless of
      whether the claim for such loss or damage is made in negligence, for
      breach of contract, breach of trust, breach of fiduciary obligation or
      otherwise. The provisions of this section shall survive the termination or
      expiration of this Agreement or the resignation or removal of the
      Pledgees.

              


      

       

      
        
          
            	
                     
      

                  	
                    
                      g)

                    

                  	
                    
                      
                        The
      Pledgees may execute any of its powers and perform any of its duties
      hereunder directly or through delegates or attorneys and may consult with
      counsel, accountants and other skilled persons to be reasonably selected
      and retained by it. The Pledgees shall not be liable for the acts of such
      delegates or attorneys, or for anything done, suffered or omitted by it in
      accordance with the advice or opinion of any such counsel, accountants or
      other skilled persons.

                      

                    

                  


          

          
             

            
              
                	
                         
      

                      	
                        
                          h)

                        

                      	
                        
                          
                            Save
      as expressly provided in this Agreement, the Pledgees will have absolute
      and unfettered discretion as to the exercise of its functions and will not
      be responsible for any loss, liability, cost, claim, action, demand,
      damages, expense or inconvenience (for purposes of this clause,
      collectively “losses”) which may result from their exercise or
      non–exercise except to the extent that a court of competent jurisdiction
      determines such losses arise directly from the fraud, willful misconduct
      or gross negligence of the
Pledgees.

                          

                        

                      


              

               

              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

              

               

            

          

        

      

      
        	
                 
      

              	
                i)

              	
                The
      Pledgees shall be obligated to perform such duties and only such duties as
      are set out in this Agreement and no implied duties or obligations shall
      be read into this Agreement against the
  Pledgees.

              


      

       

      
        	
                 
      

              	
                j)

              	
                The
      Pledgees may rely upon and shall not be liable for acting or refraining
      from acting upon any written notice, instruction or request furnished to
      it hereunder and believed by it to be genuine and to have been signed or
      presented by the proper party or parties. The Pledgees shall be under no
      duty to inquire into or investigate the validity, accuracy or content of
      any such document.

              


      

       

      
        
          	
                   
      

                	
                  k)

                	
                  In
      the event that the Pledgees shall be uncertain as to its duties or rights
      hereunder or shall receive instructions, claims or demands, in its
      opinion, conflict with any of the provisions of this Agreement, it shall
      be entitled to refrain from taking any action until it is directed in
      writing by a final order or judgment of a court of competent
      jurisdictions.

                


        

         

      

      
        	
                 
      

              	
                l)

              	
                The
      Pledgees may execute and exercise any of the rights or powers hereby
      vested in it or perform any duty hereunder either itself or by or through
      its attorneys, accountants, agents or other experts, and the Pledgees will
      not be answerable or accountable for any act, default, neglect or
      unintentional misconduct of any such attorneys or agents as the case may
      be resulting from any such act, default, neglect or unintentional
      misconduct, absent gross negligence, willful misconduct or bad faith (as
      each is determined by a final non-appealable order of a court of competent
      jurisdiction) in the selection and continued employment
      thereof.

              


      

       

      
        
          	
                   
      

                	
                  m)

                	
                  The
      Pledgees shall not be liable for any action taken or omitted by it except
      to the extent that a court of competent jurisdiction determines that the
      Pledgees’ gross negligence or willful misconduct directly caused or
      contributed to any such loss.

                


        

         

      

      
        	
                21.

              	
                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
Pledgor:

       

      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
Pledgees:

      


      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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                22.

              	
                Indemnity and
      Expenses.  The Pledgor hereby unconditionally and
      irrevocably covenants and undertakes to indemnify and hold harmless the
      Pledgees, their directors, officers, employees and agents (each an “Indemnified Party”) in
      full at all times against all losses, liabilities, actions, proceedings,
      claims, demands, penalties, damages, costs, expenses disbursements, and
      other liabilities whatsoever (the “Losses”), including
      without limitation incidental and out-of-pocket expenses and the costs and
      expenses of legal advisors and other experts, which may be incurred,
      suffered or brought against such Indemnified Party as a result or in
      connection with (a) their appointment or involvement hereunder or the
      exercise of any of their powers or duties hereunder or the taking of any
      acts in accordance with the terms of this Agreement or its usual practice;
      (b) this Agreement, the Loan Agreement and other transaction documents, or
      (c) any instruction or other direction upon which the Pledgees may rely
      under this Agreement, as well as the costs and expenses incurred by an
      Indemnified Party of defending itself against or investigating any claim
      or liability with respect of the foregoing, provided that this
      indemnity shall not apply in respect of an Indemnified Party to the extent
      but only to the extent that any such Losses incurred or suffered by or
      brought against such Indemnified Party arises directly from the fraud,
      wilful misconduct or gross negligence of such Indemnified Party as
      determined by a court of competent jurisdiction.  The Pledgees
      shall notify the Pledgor promptly of any claim for which it may seek
      indemnity. Failure by the Pledgees to so notify the Pledgor shall not
      relieve the Pledgor of its obligations under this Section, to the extent
      the Pledgor has been prejudiced thereby. The Pledgor shall defend the
      claim, and the Pledgees shall cooperate in the defense. The Pledgor need
      not pay for any settlement made without its consent, which consent shall
      not be unreasonably withheld. The Pledgor need not reimburse any expense
      or indemnify against any loss incurred by the Pledgees through any
      Pledgee’s own willful default or gross
  negligence.

              


      

       

      The
obligations of the Pledgor under this Section shall survive the satisfaction and
discharge of the Loan Agreement, the resignation or removal of the Pledgees and
payment in full of the Liabilities through the expiration of the applicable
statute of limitation.

       

      
        	
                23.

              	
                No Implicit
      Duties.  The Pledgees shall be obligated to perform such
      duties and only such duties as are set out in this Agreement and no
      implied duties or obligations shall be read into this Agreement or the
      against the Pledgees.

              


      

       

      
        	
                24.

              	
                Not Liable for
      Actions.  The Pledgees shall not be liable for any action
      taken or omitted by it except to the extent that a court of competent
      jurisdiction determines that any Pledgee’s gross negligence or willful
      misconduct was the primary cause of any loss to the Pledgor.
      Notwithstanding any other term or provision of this Agreement to the
      contrary, no Pledgee shall be liable under any circumstances for special,
      punitive, indirect or consequential loss or damage of any kind whatsoever
      including but not limited to loss of profits, regardless of whether the
      claim for such loss or damage is made in negligence, for breach of
      contract, breach of trust, breach of fiduciary obligation or otherwise.
      The provisions of this Section shall survive the termination or expiration
      of this Agreement or the resignation or removal of the
      Pledgees.

              


      

       

      
        	
                25.

              	
                Delegation and Expert
      Advice. The Pledgees may execute any of their  powers and
      perform any of their duties hereunder directly or through delegates or
      attorneys and may consult with counsel, accountants and other skilled
      persons to be selected and retained by it. The Pledgees shall not be
      liable for the acts of such delegates or attorneys, or for anything done,
      suffered or omitted by it in accordance with the advice or opinion of any
      such counsel, accountants or other skilled persons.  The
      Pledgees may engage and consult with any legal adviser and professional
      adviser selected by it and rely upon any advice so obtained and each of
      such Pledgee and its directors, officers, employees and duly appointed
      agents shall be protected and shall not be liable in respect of any action
      taken, or omitted to be done or suffered to be taken, in accordance with
      such advice.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                26.

              	
                Successor. Any
      corporation into which the Pledgees may be merged or converted or with
      which it may be consolidated, or any corporation resulting from any
      merger, conversion or consolidation to which the Pledgees shall be a
      party, or any corporation succeeding to all or substantially all the
      corporate trust business of the Pledgees, shall be the successor to the
      Pledgees hereunder without the execution or filing of any papers or any
      further act on the part of any of the parties
  hereto.

              


      

       

      
        	
                27.

              	
                Amendments, Waivers
      and Consents.  None of the terms or provisions of this
      Agreement may be waived, altered, modified or amended, except by or
      pursuant to an instrument in writing which is duly executed by the Pledgor
      and the Pledgees.  Any such waiver shall be valid only to the
      extent set forth therein.  A waiver by the Pledgees of any right
      or remedy under this Agreement on any one occasion shall not be construed
      as a waiver of any right or remedy which the Pledgees would otherwise have
      on any future occasion.  No failure to exercise or delay in
      exercising any right, power or privilege under this Agreement on the part
      of the Pledgees shall operate as a waiver thereof; and no single or
      partial exercise of any right, power or privilege under this Agreement
      shall preclude any other or further exercise thereof or the exercise of
      any other right, power or
privilege.

              


      

       

      
        	
                28.

              	
                Section
      Headings.  The section headings herein are for
      convenience of reference only, and shall not affect in any way the
      interpretation of any of the provisions
hereof.

              


      

       

      
        	
                29.

              	
                Execution in
      Counterparts; Language.  This Agreement may be executed
      in any number of counterparts, each of which shall be an original, but all
      of which shall together constitute one and the same
      agreement.  The parties hereto intend the English and any
      Chinese translated versions to be equally
valid.

              


      

       

      
        	
                30.

              	
                Joint and Several
      Liability.  For the avoidance of doubt, the liabilities
      of the Pledgees in respect of any terms herein are joint and
      several.

              


      

       

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          9

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the Pledgor and the Pledgees have executed this Agreement as of
the date set forth above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        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

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
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