DEPOSIT AGREEMENT by and among RENREN INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2011Deposit Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2011, by and among (i) Renren Inc., a company incorporated under the laws of 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).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 20 , by and between Renren Inc., an exempted Cayman Islands company (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
The Investors on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between Renren Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”).
AMENDED AND RESTATED INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENTIntellectual Property Right License Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This Amended and Restated Intellectual Property Right License Agreement (the “Agreement”) entered in Beijing the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement), dated December 23, 2010, by and between
SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on April 15, 2011 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
OAK PACIFIC INTERACTIVE AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENTSale Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of April 4, 2008 by and among Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), those holders of the Company’s Series A Preferred Shares (as defined below) and Series B Preferred Shares (as defined below) listed on Schedule A hereto (individually, a “Junior Preferred Investor” and collectively, the “Junior Preferred Investors”), certain holders of the Company’s Ordinary Shares (as defined below), listed on Schedule B hereto (individually, a “Founder” and collectively, the “Founders”), certain other holders of the Company’s Ordinary Shares listed on Schedule C (the “UU Holders”), the holders of Series C Preferred Shares (as defined below) listed on Schedule D hereto (each a “Series C Investor” and together, the “Series C Investors”), the holders of Series D Preferred Shares (as defined below) and
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on 30 December 2010, by and between Renren Inc. (formerly, Oak Pacific Interactive), an exempted company incorporated under the Companies Law (as amended) of the Cayman Islands (“Seller”), and Oak Pacific Holdings, an exempted company incorporated under the Companies Law (as amended) of the Cayman Islands (“Buyer”).
OAK PACIFIC INTERACTIVE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 4, 2008 by and among Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), those holders of the Company’s Series A Preferred Shares (as defined below) and Series B Preferred Shares (as defined below) listed on Schedule A hereto (individually, a “Junior Preferred Investor” and collectively, the “Junior Preferred Investors”), certain holders of the Company’s Ordinary Shares (as defined below), listed on Schedule B hereto (individually, a “Founder” and collectively, the “Founders”), certain other holders of the Company’s Ordinary Shares listed on Schedule C (the “UU Holders”), the holders of Series C Preferred Shares (as defined below) listed on Schedule D hereto (each a “Series C Investor” and together, the “Series C Investors”), the holders of Series D Preferred Shares (as defined below) and Series D Warra
AGREEMENTAgreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
THIS AGREEMENT (this “Agreement”), is made as of July 2, 2009, by and among Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2007 Revision) of the Cayman Islands (the “Company”) and SOFTBANK CORP. (the “Investor”).
AMENDED AND RESTATED EXCLUSIVE TECHNICAL SERVICE AGREEMENTExclusive Technical Service Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This Amended and Restated Exclusive Technical Service Agreement (this “Agreement”) is entered in Beijing, People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) and dated December 23, 2010 by and between the following two parties:
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People's Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 23, 2010
FIRST AMENDMENT TO THE SERIES D SECURITIES PURCHASE AGREEMENTSeries D Securities Purchase Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This First Amendment to the Series D Securities Purchase Agreement (this “Amendment”) is made as of July 2, 2009, by and among Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2007 Revision) of the Cayman Islands (the “Company”) and SOFTBANK CORP. (the “Investor”).
OAK PACIFIC INTERACTIVE AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is entered into as of April 4, 2008 by and among Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), those holders of the Company’s Series A Preferred Shares (as defined below) and Series B Preferred Shares (as defined below) listed on Schedule A hereto (individually, a “Junior Preferred Investor” and collectively, the “Junior Preferred Investors”), certain holders of the Company’s Ordinary Shares (as defined below), listed on Schedule B hereto (individually, a “Founder” and collectively, the “Founders”), certain other holders of the Company’s Ordinary Shares listed on Schedule C (the “UU Holders”), the holders of Series C Preferred Shares (as defined below) listed on Schedule D hereto (each a “Series C Investor” and together, the “Series C Investors”), the holders of Series D Preferred Shares (as defined below) and Series D Warrants (as def
AMENDED AND RESTATED EQUITY OPTION AGREEMENTEquity Option Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This Amended and Restated Equity Option Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 23 2010, by and between the following parties:
OAK PACIFIC INTERACTIVE SERIES D SECURITIES PURCHASE AGREEMENT April 4, 2008Securities Purchase Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation • New York
THIS SERIES D SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of April 4, 2008, by and among Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”) and the purchasers of the Series D Preferred Shares and Series D Warrant (the “Series D Securities”) set forth on Schedule A hereof (each, an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 23, 2010 by and between the following parties:
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 15th, 2011 • Renren Inc. • Services-computer processing & data preparation
This Amended and Restated Loan Agreement (this “Agreement”) was entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) and dated December 23, 2010
