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2 similar Shareholders Agreement contracts by Xinyuan Real Estate Co LTD

AMENDED AND RESTATED WARRANT TO PURCHASE SERIES A CONVERTIBLE PREFERRED SHARES
Shareholders Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York

This Amended and Restated Warrant is issued to EI Fund II China, LLC (the “Holder”) by Xinyuan Real Estate Co., Ltd., a company organized and existing under the laws of the Cayman Islands (the “Company”), in connection with the receipt by the Holder of Series A Convertible Preferred Shares, par value $0.0001 per share (“Preferred Shares”), of the Company pursuant to that certain Share Exchange and Assumption Agreement, dated as of April 9, 2007, by and among the Holder, the Company and the other parties thereto, pursuant to which the Company assumed and undertook to satisfy, perform, discharge and fulfill all of the covenants, terms, conditions, obligations and liabilities of Xinyuan Real Estate, Ltd., a company organized and existing under the laws of the Cayman Islands (the “Xinyuan Subsidiary”) under that certain Securities Purchase Agreement, dated as of August 22, 2006 (the “Purchase Agreement”), as amended, by and among the Holder, the Xinyuan Subsidiary and the other parties the

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AMENDED AND RESTATED WARRANT TO PURCHASE SERIES A CONVERTIBLE PREFERRED SHARES
Shareholders Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York

This Amended and Restated Warrant is issued to Blue Ridge China Partners, L.P. (the “Holder”) by Xinyuan Real Estate Co., Ltd., a company organized and existing under the laws of the Cayman Islands (the “Company”), in connection with the receipt by the Holder of Series A Convertible Preferred Shares, par value $0.0001 per share (“Preferred Shares”), of the Company pursuant to that certain Share Exchange and Assumption Agreement, dated as of April 9, 2007, by and among the Holder, the Company and the other parties thereto, pursuant to which the Company assumed and undertook to satisfy, perform, discharge and fulfill all of the covenants, terms, conditions, obligations and liabilities of Xinyuan Real Estate, Ltd., a company organized and existing under the laws of the Cayman Islands (the “Xinyuan Subsidiary”) under that certain Securities Purchase Agreement, dated as of August 22, 2006 (the “Purchase Agreement”), as amended, by and among the Holder, the Xinyuan Subsidiary and the other p

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