A.

China Rapid Finance Limited, a Cayman Islands exempted company (“XRF”),

B.

True North Financial, LLC, a Delaware limited liability company (the “Assignor”) and

C.

the purchasers listed on the signature pages hereto (each, a “Purchaser”) and the shareholders (the “YBT Shareholders”, collectively with the Purchasers, the “Assignees”) listed on the signature pages hereto who collectively own 100% equity interest of Yong Bao Two Ltd. (“YBT”) a limited liability company organized under the laws of the British Virgin Islands, with its principal place of business at Gui’an Digital Economy Industrial Park, No. 3 Building, 10th Floor, Room 4, University Town, Gui’an New District, Guizhou, PRC.

(a)

XRF hereby consents to the Assignor’s assignment and transfer unto the YBT Shareholders all right, title, benefit and interest that the Assignor is entitled to or possessed of, in, to or under the Purchased XRF Shares and the cancellation of the TNF Class B Shares.

(b)

XRF shall make cash payment of $50,000 and issue 500,000 Class A shares to Michael Jaliman, an affiliate of the Assignor designated by the Assignor in exchange for the assignment by the Assignor.

(c)

The Assignor shall assign, transfer and set over unto the YBT Shareholders all right, title, benefit and interest that the Assignor is entitled to or possessed of, in, to or under the Purchased XRF Shares and hereby agrees to deliver duly executed consent, signature guarantee and all other necessary documents to cancel the TNF Class B Shares .

(d)

The Assignees shall assume, covenant and agree to be responsible for all obligations of the Assignor under the Note and the Assignees agree that it will be bound by the Note as fully as if it had been an original party to the Note.

(e)

This Agreement will be read and construed together with the Note, the Tripartite Agreement and the SPA, and the rights and obligations of the parties hereto will be determined in accordance with the covenants, agreements, conditions, representations, and warranties made herein and in the Note, the Tripartite Agreement and the SPA.

(f)

All grants, covenants, provisos, agreements, rights, powers, privileges, and liabilities contained in this Agreement will be read and held as made by and with, granted to and imposed upon, the respective parties hereto, and their respective successors, and assigns.

(a)

The closing of the transactions (“Closing”) contemplated in this Agreement shall take place at the offices of Hunter Taubman Fischer & Li LLC, 1450 Broadway, 26^th Floor, New York, NY 10018, on the second (2^nd) Business Day after all the closing conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the Parties may agree (the “Closing Date”).

(b)

At the Closing,

(c)

Closing Conditions for all Parties:

(i)

The “Closing” as defined under the Tripartite Agreement shall occur simultaneously with consummation of the transaction contemplated in this Agreement;

(ii)

The “Closing” as defined under the SPA shall occur simultaneously with consummation of the transaction contemplated in this Agreement.

(iii)

All of the representations and warranties of each party set forth in this Agreement hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

(a)

Organization, Standing and Power. Assignor is a Delaware limited liability company and has all necessary corporate power to carry on its business as now owned and operated by it and enter into this Agreement and other transaction documents.

(b)

Valid Issuance. The Purchased XRF Shares are validly issued, fully paid, nonassessable, and has been so issued in full compliance with all applicable laws.

(c)

Title. Assignor is the owner, beneficially and of record, of all right, title and interest in and to the Purchased XRF Shares. Assignor has good and marketable title to the Purchased XRF Shares, free and clear of all Liens. Assignor is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of the Purchased XRF Shares. “Lien” means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

(d)

Authority.  Assignor has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements and documents to be executed and delivered by them in connection with the consummation of the transactions contemplated by this Agreement and the Transaction Documents, and to perform the transactions contemplated hereby and thereby. This Agreement and the Transaction Documents, have been duly executed and delivered by Assignor, and each constitutes the valid and binding obligation of Assignor, enforceable against Assignor in accordance with the terms of this Agreement and the Transaction Documents.

(e)

Accuracy and Completeness of Representations and Warranties. No representation or warranty made by Assignor in this Agreement and no statement contained in any document or instrument delivered or to be delivered to Assignees pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of a known material fact, or omits or will omit to state a known material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

(a)

Authorization. Assignees are individuals or entities each with all requisite power and authority to execute and deliver this Agreement and the Transaction Documents a (collectively, the “Assignees Agreements”), and to perform the transactions contemplated hereby and thereby. The Assignees Agreements have been, and with respect to Assignees Agreements to be delivered at the Closing, will  be  duly  executed  and  delivered  by  Assignees,  and  each  constitutes,  or  will constitute when executed and delivered, the valid and binding obligation of Assignees, enforceable against Assignees in accordance with the terms of such Assignees Agreements, except that enforceability thereof may be limited by bankruptcy, insolvency, reorganization  or  other  similar  laws  affecting  creditors’  rights  generally  and  by principles of equity regarding the availability of remedies.

(b)

Accuracy and Completeness of Representations and Warranties. No representation or warranty made by Assignees in this Agreement and no statement contained in any document or instrument delivered or to be delivered to Assignor pursuant hereto or in connection with the transactions contemplated hereby contain any untrue statement of a known material fact, or omits to state a known material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

(a)

All matters arising out of or relating to this Agreement and the transactions contemplated hereby (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York.

(b)

Any action, suit or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the Parties in any state or federal courts located in New York, New York, and each of the Parties consents to the exclusive jurisdiction of such courts in any such action, suit or proceeding and waives any objection to venue laid therein. Each of the Parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with this Agreement does not constitute good and sufficient service of process.

(a)

Waivers and Amendments. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Parties.

(b)

Successors and Assignees. Subject to the restrictions on transfer described in Section 4(c) below, the rights and obligations of each of the Parties shall be binding upon and benefit the successors, assignees, heirs, administrators and Assignees of the Parties.

(c)

Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or transferred, by operation of law or otherwise, in whole or in part, by Assignor without the prior written consent of TNF and Assignee. TNF and Assignee shall only be entitled (upon prior written notice to Assignor) to assign or transfer any of its rights and obligations hereunder (whether in whole or in part) to an Affiliate of TNF or Assignee (as applicable). Except as otherwise provided herein, the terms and conditions of this Agreement shall inure the benefit and binding effect upon the respective successors and assignees of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assignees any rights, remedies,

obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(d)

Notices. Any notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder to any Party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is:

a.

delivered via courier to such Party; or

b.

sent to the Party entitled to receive it by mail, postage prepaid; or

c.

delivered via email to such Party.

(e)

Expenses. Save as otherwise expressly provided in the Transaction Documents, each Party shall be responsible for its own costs and expenses incurred in connection with this Agreement and the other Transaction Documents.

(f)

Severability of Agreement. If any provision of this Agreement is judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(g)

Counterparts. This Agreement is executed in the English language. This Agreement may be executed and delivered by facsimile or other electronic signature and in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

CHINA RAPID FINANCE LIMITED

By: ______________

Name:

Title:

YONG BAO TWO LTD.

By: ______________  

Name:

Title:

YONG BAO TWO LTD. SHAREHOLDER

By: ______________  

Name:

PURCHASER

By: ______________  

Name: