China Rapid Finance Ltd Sample Contracts

China Rapid Finance Ltd – DEPOSIT AGREEMENT by and among CHINA RAPID FINANCE LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of , 2017 (April 14th, 2017)

DEPOSIT AGREEMENT , dated as of             , 2017 by and among (i) CHINA RAPID FINANCE LIMITED, an exempted company registered in the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

China Rapid Finance Ltd – SERIES C PREFERRED SHARE PURCHASE AGREEMENT (March 31st, 2017)

This Series C Preferred Share Purchase Agreement (this “Agreement”) is entered into as of December 30, 2015 by and among China Rapid Finance Limited (formerly China Risk Finance LLC), a Cayman Islands exempted company with limited liability (the “Company”), and the investors listed on Schedule I attached hereto (each individually a “Purchaser” and, collectively, the “Purchasers”) and any additional Purchasers who become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Purchasers” for all purposes of this Agreement).

China Rapid Finance Ltd – FORM OF INDEMNIFICATION AGREEMENT (March 31st, 2017)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of     , 20    , by and between China Rapid Finance Limited, an exempted Cayman Islands company (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).

China Rapid Finance Ltd – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (March 31st, 2017)

This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”) and each of the investors holding Series A Convertible Preferred Shares, Series B Convertible Preferred Shares and Series C Convertible Preferred Shares of the Company listed on Schedule I hereto (collectively, the “Investors”) and any additional Investor that becomes a party to this Agreement by executing and delivering to the Company a counterpart signature page in the form attached hereto on Schedule II (which such person shall thereupon be deemed an “Investor” for all purposes of this Agreement). For purposes of this Agreement and to the extent the context may so require, the term “Company” shall mean the Company and any corporate successor of the Company.

China Rapid Finance Ltd – CHINA RAPID FINANCE LIMITED 2016 EQUITY INCENTIVE PLAN (March 31st, 2017)
China Rapid Finance Ltd – AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (March 31st, 2017)

This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), each of the investors holding Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of the Company listed on Schedule I hereto (the “Investors”) and any additional Investors that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Investors” for all purposes of this Agreement) and the persons and entities holding Common Shares of the Company listed on Schedule II hereto (the “Common Holders”) and any additional Common Holders that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Common Holders” for all purposes of this Agreement). The Investors and Com

China Rapid Finance Ltd – SERIES C PREFERRED SHARE PURCHASE AGREEMENT (March 31st, 2017)

This Series C Preferred Share Purchase Agreement (this “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), and the investors listed on Schedule I attached hereto (each individually a “Purchaser” and, collectively, the “Purchasers”) and any additional Purchasers who become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Purchasers” for all purposes of this Agreement).

China Rapid Finance Ltd – FORM OF ADVISORY AND INCENTIVE SHARE AGREEMENT (March 31st, 2017)

WHEREAS, the Company is operating pursuant to the terms and conditions of a certain Amended and Restated Memorandum and Articles of Association dated as of November 18, 2015, as the same may be further amended from time to time (the “Articles”).

China Rapid Finance Ltd – CHINA RAPID FINANCE LIMITED 2016 EQUITY INCENTIVE PLAN (March 7th, 2016)
China Rapid Finance Ltd – SERIES C PREFERRED SHARE PURCHASE AGREEMENT (March 7th, 2016)

This Series C Preferred Share Purchase Agreement (this “Agreement”) is entered into as of December 30, 2015 by and among China Rapid Finance Limited (formerly China Risk Finance LLC), a Cayman Islands exempted company with limited liability (the “Company”), and the investors listed on Schedule I attached hereto (each individually a “Purchaser” and, collectively, the “Purchasers”) and any additional Purchasers who become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Purchasers” for all purposes of this Agreement).

China Rapid Finance Ltd – FORM OF INDEMNIFICATION AGREEMENT (March 7th, 2016)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of     , 20    , by and between China Rapid Finance Limited, an exempted Cayman Islands company (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).

China Rapid Finance Ltd – AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (December 28th, 2015)

This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), each of the investors holding Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of the Company listed on Schedule I hereto (the “Investors”) and any additional Investors that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Investors” for all purposes of this Agreement) and the persons and entities holding Common Shares of the Company listed on Schedule II hereto (the “Common Holders”) and any additional Common Holders that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Common Holders” for all purposes of this Agreement). The Investors and Com

China Rapid Finance Ltd – SERIES C PREFERRED SHARE PURCHASE AGREEMENT (December 28th, 2015)

This Series C Preferred Share Purchase Agreement (this “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), and the investors listed on Schedule I attached hereto (each individually a “Purchaser” and, collectively, the “Purchasers”) and any additional Purchasers who become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Purchasers” for all purposes of this Agreement).

China Rapid Finance Ltd – FORM OF ADVISORY AND INCENTIVE SHARE AGREEMENT (December 9th, 2015)

WHEREAS, the Company is operating pursuant to the terms and conditions of a certain Amended and Restated Memorandum and Articles of Association dated as of November 18, 2015, as the same may be further amended from time to time (the “Articles”).

China Rapid Finance Ltd – AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (December 9th, 2015)

This Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), each of the investors holding Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of the Company listed on Schedule I hereto (the “Investors”) and any additional Investors that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Investors” for all purposes of this Agreement) and the persons and entities holding Common Shares of the Company listed on Schedule II hereto (the “Common Holders”) and any additional Common Holders that become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Common Holders” for all purposes of this Agreement). The Investors and Com

China Rapid Finance Ltd – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (December 9th, 2015)

This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”) and each of the investors holding Series A Convertible Preferred Shares, Series B Convertible Preferred Shares and Series C Convertible Preferred Shares of the Company listed on Schedule I hereto (collectively, the “Investors”) and any additional Investor that becomes a party to this Agreement by executing and delivering to the Company a counterpart signature page in the form attached hereto on Schedule II (which such person shall thereupon be deemed an “Investor” for all purposes of this Agreement). For purposes of this Agreement and to the extent the context may so require, the term “Company” shall mean the Company and any corporate successor of the Company.

China Rapid Finance Ltd – SERIES C PREFERRED SHARE PURCHASE AGREEMENT (December 9th, 2015)

This Series C Preferred Share Purchase Agreement (this “Agreement”) is entered into as of July 1, 2015 by and among China Risk Finance LLC, a Delaware limited liability company (the “Company”), and the investors listed on Schedule I attached hereto (each individually a “Purchaser” and, collectively, the “Purchasers”) and any additional Purchasers who become parties to this Agreement by executing and delivering to the Company a counterpart signature page hereto (which such persons shall thereupon be deemed “Purchasers” for all purposes of this Agreement).