[CHINA HOUSING & LAND DEVELOPMENT, INC. Index Page Number PART I FINANCIAL INFORMATION Item 1.] [FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Purchase Agreement Company Investors Background Agreement Amendment and Restatement of Notes 1. 2. Amendments to Purchase Agreement 3. (a) Section 1.4 of the Purchase Agreement shall be deleted in its entirety and replaced with “Intentionally Omitted.” (b) Effective upon conversion of the Notes held by the Whitebox Investors referred to in paragraph 6(i) hereof,] [CHINA HOUSING & LAND DEVELOPMENT, INC. AMENDED AND RESTATED 5% SENIOR SECURED CONVERTIBLE NOTE Due: January 28, 2013 US$ _____ June , 2010 Face Amount Maturity Date Convertible Note Interest Exchange Rate Determination Date “ RMB Notional Principal Amount minus minus times “ RMB/US$ Exchange Rate “ US$/RMB Exchange Rate “ Purchase Agreement No pre-payment of any of the Face] [Number of Shares: ______ Date of Issuance: ______, 2010 (subject to adjustment) AMENDED AND RESTATED To Subscribe for and Purchase Common Stock of China Housing & Land Development, Inc. Investor Company Expiration Date ______ Common Stock Purchase Agreement Convertible Notes Initial Exercise Price 2 (c) For the purposes of paragraph (b), the following provisions (i) to (v), inclusive, shall also] [CERTIFICATIONS I, Xiaohong Feng, certify that: 1. I have reviewed this quarterly report on Form 10-Q of China Housing & Land Development, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [CERTIFICATIONS I, Cangsang Huang, certify that: 1. I have reviewed this quarterly report on Form 10-Q of China Housing & Land Development, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 1) 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xiaohong Feng (Chief Executive Officer)] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 1) 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 12, 2010 Cangsang Huang Chief Financial Officer]