BURNHAM WARRANT HOLDERS LETTER AGREEMENT

Exhibit 10.13

EXECUTION VERSION

XXXXXXX WARRANT HOLDERS LETTER AGREEMENT

THIS AGREEMENT, dated as of April 9, 2007, is among Xinyuan Real Estate Co., Ltd. (the “Company”), Xinyuan Real Estate, Ltd. (“Xinyuan Subsidiary”), Xxxxxxx Securities Inc. (“Xxxxxxx”) and Xxxx X. Xxxxxxx (“Xxxxxxx” and along with Xxxxxxx, the “Xxxxxxx Holders”).

WHEREAS, Xxxxxxx is the registered and beneficial holder of a Warrant (Certificate No. C-l/A) to purchase 926,586 Common Shares of Xinyuan Subsidiary, as originally issued on August 25, 2006 and as amended on November 20, 2006 (the “Xxxxxxx Warrant”);

WHEREAS, Xxxxxxx is the registered and beneficial holder of a Warrant (Certificate No. C-2/A) to purchase 926,586 Common Shares of Xinyuan Subsidiary, as originally issued on August 25, 2006 and as amended on November 20, 2006 (the “Xxxxxxx Warrant”);

WHEREAS, the Company and the shareholders of all of the issued and outstanding capital stock of Xinyuan Subsidiary (the “Xinyuan Subsidiary Shareholders”) have entered in that certain share exchange and assumption agreement (the “Share Exchange and Assumption Agreement”) dated as of April 9, 2007, a copy of which is attached hereto as Exhibit A, pursuant to which the Xinyuan Subsidiary Shareholders have each agreed to sell, assign and transfer all of their capital stock in Xinyuan Subsidiary to the Company in consideration for capital stock, on a one-for-one basis, in the Company. As a result, the Company will (i) hold 100% of the issued and outstanding capital stock of Xinyuan Subsidiary and (ii) assume all the rights, benefits, restrictions and obligations in certain agreements to which Xinyuan Subsidiary was a party;

WHEREAS, the parties hereto agree to the above described restructuring and in connection therewith also agree to cancel the Xxxxxxx Warrants and the Xxxxxxx Warrants and replace them with equivalent warrants issued by the Company; and

WHEREAS, the Xinyuan Subsidiary, Blue Ridge China Partners L.P. (“Blue Ridge China”), El Fund II China, LLC (“El”), Xx. Xxxxx Yong, Xx. Xxxx Yuyan and, to the extent set forth therein, the Xxxxxxx Holders have entered into that certain shareholders agreement dated August 22, 2007, as amended (the “Shareholders Agreement”); and

WHEREAS, the Xinyuan Subsidiary, the Xxxxxxx Holders, Blue Ridge China, El, Zhang and Yang have agreed to terminate the Shareholders Agreement concurrently herewith; and

WHEREAS, the parties hereto agree to enter into with Blue Ridge China, El, Zhang and Yang a new shareholders agreement in respect of the capital stock of the Company (the “New Shareholders Agreement”);

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

1. At or prior to the Closing of the Transactions contemplated in the Share Exchange and Assumption Agreement:

(i) the Xxxxxxx Holders shall deliver to the Xinyuan Subsidiary the Xxxxxxx Warrant and the Xxxxxxx Warrant for cancellation;

(ii) the Company shall issue, and Xxxxxxx and Xxxxxxx shall accept, warrants of the Company on equivalent terms and conditions as the Xxxxxxx Warrant and the Xxxxxxx Warrant, such warrants to be in the form attached hereto as Exhibit B; and

(iii) the Xxxxxxx Holders will execute and deliver the New Shareholders Agreement.

3. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York or of any other state.

4. All capitalized terms used herein but otherwise not defined shall have their meaning in the Share Exchange and Assumption Agreement. The recitals, preamble and the Exhibit to this Agreement are incorporated by reference into this Agreement as if fully recited herein.

5. This Agreement may be executed in two or more counterparts, each of which when so executed shall be an original, but all of which together shall constitute one agreement. Facsimile signatures shall be deemed original signatures.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINYUAN REAL ESTATE CO., LTD.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		President

XINYUAN REAL ESTATE, LTD.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		President

XXXXXXX SECURITIES INC.

By:

Name:

Title:

Xxxx X. Xxxxxxx

[SIGNATURE PAGE TO THE XXXXXXX WARRANT HOLDERS LETTER AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

XINYUAN REAL ESTATE CO., LTD.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		President

XINYUAN REAL ESTATE, LTD.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		President

XXXXXXX SECURITIES INC.
By:		/s/ Xxxxxxx Xxxxxxxx III
Name:		Xxxxxxx Xxxxxxxx III
Title:		Senior Managing Director

/s/ Xxxx X. Xxxxxxx

Xxxx X. Xxxxxxx

[SIGNATURE PAGE TO THE XXXXXXX WARRANT HOLDERS LETTER. AGREEMENT]

EXHIBIT A

Share Exchange and Assumption Agreement

EXHIBIT B

Form of Company Warrant