[Xinyuan Real Estate Announces Closing of Private Placement of Convertible Notes and Common Shares Xinyuan Real Estate Co., Ltd. September 19, 2013, Beijing Xinyuan received approximately US$108.6 million of gross proceeds from the private placement and anticipates using the proceeds, among other purposes, for land acquisition and general corporate purposes to support further development of the Company. The Convertible Notes] [Execution Copy SECURITIES PURCHASE AGREEMENT among Xinyuan Real Estate Co., Ltd., THE Guarantors LISTED ON SCHEDULE 1 ATTACHED HERETO and TPG ASIA VI SF PTE., LTD. Dated August 26, 2013 Table of Contents Page 1. Definitions and Interpretation. 2 2. Purchase and Sale of the Notes and the Common Shares; Use of Proceeds. 11 3. Closing and Closing Deliveries. 12] [SECURITIES ACT XINYUAN REAL ESTATE CO., LTD. Senior SECURED CONVERTIBLE NOTE Unconditionally and Irrevocably Guaranteed by the Guarantors Principal Amount: US$75,761,009 Company Note Holder Holders Principal Issuance Date Purchase Agreement Notes Guarantees Registration Rights Agreement This Note is subject to guarantees, issued by the Guarantors (as defined below) (collectively, the “ Rank pari passu pari passu 1. Maturity 2. Maturity] [EXECUTION COPY REGISTRATION RIGHTS AGREEMENT between Xinyuan Real Estate Co., Ltd. and TPG Asia VI SF Pte. Ltd. Table of Contents Page 1. Definitions and Interpretation. 1 2. General, Securities Subject to this Agreement. 6 3. Mandatory Registration. 7 4. Demand registration. 10 5. Incidental or “Piggy-Back” Registration. 11 6. Underwritten Offerings. 12 7. Registration Procedures. 14 8. Indemnification; Contribution.] [EXECUTION COPY GUARANTEE Guarantor Guarantors Holder Reference to Note Company Capitalized terms defined in the Note and not otherwise defined herein are used herein with the meanings so defined. The parties agree as follows: Guarantee Guarantee Unconditional provided Discharge; Reinstatement Waiver by Each Guarantor Subrogation and Contribution provided Stay of Acceleration Limitation on Amount of Guarantee Ranking of Guarantee pari] [EXECUTION COPY September 19, 2013 Mr. Zhang Yong Letter you Chairman Investor Parties Purchase Agreement Company This letter agreement (this “ In consideration of the covenants and agreements set forth in this Letter and the other Transaction Documents, and intending to be legally bound by this Letter, the Chairman (on behalf of himself and his Affiliates) and the Investor hereby] []