[] [SOCIAL FINANCE, INC. CONVERTIBLE NOTE AND July 28, 2015 \ SOCIAL FINANCE, INC. CONVERTIBLE NOTE AND SERIES F PREFERRED STOCK PURCHASE AGREEMENT Agreement Company SoftBank Purchaser Purchasers This Convertible Note and Series F Preferred Stock Purchase Agreement (this “ The parties hereby agree as follows: 1. Purchase and Sale of Convertible Note and Preferred Stock Issuance of the Convertible Note] [Framework Agreement on Transfer of Game Business by Renren Inc. between Renren Inc., Link 224 Inc., RENREN GAME HONGKONG LIMITED And Shanghai Renren Games Technology Development Co. RenRen Hu Yu (Hong Kong) Ltd. Tianjin Haichuan Huyu Management Partnership (LP) And He Chuan 5 January Beijing, China Table of Contents Article I Definition and Interpretation 2 Article II Arrangement for this] [Place of Incorporation Subsidiaries: CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PRC Link224 Inc. Cayman Islands Renren Game USA Inc. USA Renren Game Hong Kong Limited Hong Kong Juyou Hudong (Beijing) Technology Development Co., Ltd. PRC Renren Lianhe Holdings Cayman Islands Renren Study Inc. Cayman Islands Renren Wealth Inc. Cayman Islands Jingwei Inc. Limited Cayman Islands Jupiter] [I, Joseph Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Renren 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 such statements were made, not] [Certification by the Principal Financial Officer I, Thomas Jintao Ren, certify that: 1. I have reviewed this annual report on Form 20-F of Renren 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] [1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 16, 2016 Joseph Chen Chief Executive Officer] [Certification by the Principal Financial Officer 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 16, 2016 Thomas Jintao Ren Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 and Registration Statement No. 333-209734 on Form S-8 of our reports dated May 16, 2016 relating to the consolidated financial statements and financial statement schedule of Renren Inc., its subsidiaries, its variable interest entities and the subsidiaries of] [May 13, 2016 Renren Inc. Ladies and Gentlemen, Yours faithfully, TransAsia Lawyers] [Our ref SHF/667469-000001/9504516v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Renren Inc. 5/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People's Republic of China 13 May 2016 Dear Sir Re: Renren Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to Renren Inc., an exempted limited liability company incorporated in] [CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 and Registration Statement No. 333-209734 on Form S-8 of our reports dated March 27, 2015 and March 26, 2014 relating to the financial statements of Japan Macro Opportunities Offshore Partners, L.P. and Japan Macro Opportunities Master Fund, L.P. appearing in this]