Exhibit (a)(1)(ii)

Letter of Transmittal
For Tender of American Depositary Shares of

RENREN INC.

Of Up to $50 Million in Value of its American Depositary Shares
At a Purchase Price Not Greater than $2.75 per American Depositary Share
Nor Less Than $2.40 Per American Depositary Share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF WEDNESDAY, APRIL 29, 2015, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN.

THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS, INCLUDING YOUR ADRs FOR ADSs, TO CITBANK, N.A. (THE “DEPOSITARY”) AT ONE OF THE ADDRESSES SET FORTH BELOW. DELIVERY OF THIS LETTER OF TRANSMITTAL OR OTHER DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO RENREN INC. (“RENREN”), MORGAN STANLEY & CO. LLC (THE “DEALER MANAGER”), OR GEORGESON INC. (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.

The Depositary for the Offer is:

CITIBANK, N.A.

By Mail or Overnight Courier:	By Overnight Courier:
Citibank, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011	Citibank, N.A. c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021

DESCRIPTION OF AMERICAN DEPOSITARY SHARES TENDERED
Please fill in. Attach separate sheet if needed. (See Instructions 3 and 4)

Name(s) and Address of Registered Holder(s)

If there is any error in the name or address shown below, please make the necessary corrections
________________________________________________________________________________________

                                                                ADR No(s)                                                     Number of ADSs

                                                                TOTAL ADSs

READ THE INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL.

o Lost ADRs. I have lost my American Depositary Receipt(s) (“ADRs”) evidencing my ownership of            ADSs and require assistance in replacing the ADRs. See Instruction 12.

YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW
AND COMPLETE THE IRS FORM W-9 PROVIDED BELOW OR
APPROPRIATE IRS FORM W-8.

This Letter of Transmittal is to be used by securityholders of Renren’s ADSs (the “ADSs”) who elect to tender their ADRs evidencing such ADSs (if issued in certificated form) along with this Letter of Transmittal pursuant to the procedures set forth in Section 3 of the Offer to Purchase dated April 2, 2015 (as may be amended or supplemented from time to time, the “Offer to Purchase”). Tendering securityholders must deliver either the ADRs for, or timely confirmation of book-entry transfer in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to, their ADSs and all other documents required by this Letter of Transmittal to the Depositary by 12:00 midnight, New York City time, at the end of Wednesday, April 29, 2015 (as this time may be extended at any time or from time to time by Renren in its sole discretion in accordance with the terms of the Offer, the “Expiration Date”). Tendering securityholders whose ADRs for ADSs are not immediately available or who cannot deliver either the ADRs for, or timely confirmation of book-entry in accordance with the procedures described in Section 3 of the Offer to Purchase with respect to their ADSs and all other documents required by this Letter of Transmittal to the Depositary by the time provided immediately above must tender their ADSs in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offer to Purchase.

Your attention is directed in particular to the following:

1. If you want to retain the ADSs you own, you do not need to take any action.

2. If you want to participate in the Offer and wish to maximize the chance that Renren will accept for payment all of the ADSs you are tendering by this Letter of Transmittal, you should check the box marked “ADSs Tendered At Price Determined Under The Offer” below and complete the other portions of this Letter of Transmittal as appropriate. You should understand that this election may effectively lower the Final Purchase Price and could result in your ADSs being purchased at the minimum price of $2.40 per ADS.

3. If you wish to select a specific price at which you will be tendering your ADSs, you should select one of the boxes in the section captioned “ADSs Tendered At Price Determined By Securityholder” below and complete the other portions of this Letter of Transmittal as appropriate.

METHOD OF DELIVERY

o CHECK HERE IF ADRs FOR TENDERED ADSs ARE ENCLOSED HEREWITH.

o CHECK HERE IF TENDERED ADSs ARE BEING DELIVERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES OUTLINED IN SECTION 3 OF THE OFFER TO PURCHASE AND COMPLETE THE FOLLOWING:

Name of Registered Owner(s): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution that Guaranteed Delivery: 

Account Number: 

 
 
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PRICE (IN DOLLARS) PER ADS AT WHICH ADSs ARE BEING TENDERED
(See Instruction 5)

THE UNDERSIGNED IS TENDERING ADSs AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):

(1)  ADSs TENDERED AT PRICE DETERMINED UNDER THE OFFER

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “ADSs Tendered At Price Determined By Securityholder,” the undersigned hereby tenders ADSs at the Final Purchase Price as shall be determined by Renren in accordance with the terms of the Offer.

o The undersigned wants to maximize the chance that Renren will accept for payment all of the ADSs the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders ADSs at, and is willing to accept, the Final Purchase Price determined by Renren in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigned's ADSs being deemed to be tendered at the minimum price of $2.40 per ADS for purposes of determining the Final Purchase Price. This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per ADS price as low as $2.40.

(2)  ADSs TENDERED AT PRICE DETERMINED BY SECURITYHOLDER

By checking ONE of the following boxes INSTEAD OF THE BOX UNDER “ADSs Tendered At Price Determined Under The Offer,” the undersigned hereby tenders ADSs at the price checked. The undersigned understands that this action could result in Renren purchasing none of the ADSs tendered hereby if the Final Purchase Price determined by Renren for the ADSs is less than the price checked below.

o  $2.40              o  $2.50              o  $2.60              o  $2.70
o  $2.45              o  $2.55              o  $2.65              o  $2.75

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF ADSs.

A SECURITYHOLDER DESIRING TO TENDER ADSs AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH ADSs ARE TENDERED. THE SAME ADSs CANNOT BE TENDERED, UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE, AT MORE THAN ONE PRICE.

 
 
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ODD LOTS
(See Instruction 14)

To be completed ONLY if ADSs are being tendered by or on behalf of a person owning, beneficially or of record, as of the close of business on the date set forth on the signature page hereto, and who continues to own, beneficially or of record, as of the Expiration Date, an aggregate of fewer than 100 ADSs.

The undersigned either (check one box):

o is the beneficial or record owner of an aggregate of fewer than 100 ADSs, all of which are being tendered; or

o is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) ADSs with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 ADSs and is tendering all of the ADSs beneficially owned by each such person.

In addition, please check box 1 or box 2 under “Price (in Dollars) per ADS at which ADSs are being tendered.”

CONDITIONAL TENDER
(See Instruction 13)

A securityholder may tender ADSs subject to the condition that a specified minimum number of the securityholder's ADSs tendered pursuant to the Letter of Transmittal must be purchased if any ADSs tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Unless at least the minimum number of ADSs indicated below is purchased by Renren pursuant to the terms of the Offer, none of the ADSs tendered will be purchased. It is the tendering securityholder's responsibility to calculate that minimum number of ADSs that must be purchased if any are purchased, and Renren urges securityholders to read carefully Section 13 of the Offer to Purchase and consult their own tax advisors before completing this section. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o The minimum number of ADSs that must be purchased, if any are purchased, is:            ADSs.

If, because of proration, the minimum number of ADSs designated will not be purchased, Renren may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering securityholder must have tendered all of his or her ADSs and checked this box:

o The tendered ADSs represent all ADSs held by the undersigned.

 
 
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LOST OR DESTROYED ADR(S)

IF ANY ADR REPRESENTING ADSs THAT YOU OWN HAS BEEN LOST, STOLEN OR DESTROYED, PLEASE CONTACT THE DEPOSITARY AT (877) 248-4237 PROMPTLY TO OBTAIN INSTRUCTIONS AS TO THE STEPS THAT MUST BE TAKEN IN ORDER TO REPLACE THE ADR. THIS LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR DESTROYED ADRs HAVE BEEN FOLLOWED. PLEASE CONTACT THE DEPOSITARY IMMEDIATELY TO PERMIT TIMELY PROCESSING OF THE REPLACEMENT DOCUMENTATION. SEE INSTRUCTION 12.

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

 
 
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To Citibank, N.A.:

The undersigned hereby tenders to Renren Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Renren”), the above-described American Depositary Shares (the “ADSs”), each representing three Class A ordinary shares, par value $0.001 per share (the “Class A Shares”), at the price per ADS indicated in this Letter of Transmittal, net to the seller in cash, less a cancellation fee of $0.05 per ADS accepted for purchase in the Offer that will be paid to Citibank, N.A., the Company’s ADS depositary, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in Renren’s Offer to Purchase dated April 2, 2015 (as amended or supplemented from time to time, the “Offer to Purchase”) and this Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged.

Subject to and effective on acceptance for payment of, and payment for, the ADSs tendered with this Letter of Transmittal in accordance with, and subject to, the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Renren, all right, title and interest in and to all the ADSs that are being tendered and irrevocably constitutes and appoints Citibank, N.A. (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such tendered ADSs, to (a) deliver American Depositary Receipts (“ADRs”) evidencing such tendered ADSs or transfer ownership of such tendered ADSs on the account books maintained by The Depository Trust Company (“DTC”), together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, Renren upon receipt by the Depositary, as the undersigned’s agent, of the aggregate purchase price with respect to such tendered ADSs, (b) present such tendered ADSs for cancellation and transfer on Renren’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such tendered ADSs, all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the tendered ADSs and, when the same are accepted for payment, Renren will acquire good title thereto, free and clear of all liens, security interests, restrictions, charges, claims, encumbrances, conditional sales agreements or other similar obligations relating to the sale or transfer of the tendered ADSs, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or Renren, execute any additional documents deemed by the Depositary or Renren to be necessary or desirable to complete the sale, assignment and transfer of the tendered ADSs, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that:

1. The valid tender of ADSs pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal constitutes the undersigned’s acceptance of the terms and conditions of the Offer; Renren’s acceptance of the tendered ADSs will constitute a binding agreement between the undersigned and Renren on the terms and subject to the conditions of the Offer;

2. It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, for a person, directly or indirectly, to tender ADSs for that person’s own account unless, at the time of tender and at the end of the proration period or period during which ADSs are accepted by lot (including any extensions of such period), the person so tendering (1) has a “net long position” equal to or greater than the amount of ADSs tendered in (a) ADSs or (b) other securities convertible into or exchangeable or exercisable for ADSs and, upon acceptance of the tender, will acquire the ADSs by conversion, exchange or exercise and (2) will deliver or cause to be delivered the ADSs in accordance with the terms of the Offer. Rule 14e-4 also provides a similar restriction applicable to a tender on behalf of another person. A tender of ADSs in accordance with any of the procedures described above will constitute the tendering securityholder’s acceptance of the terms and conditions of the Offer, as well as the tendering

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securityholder’s representation and warranty to Renren that (1) the securityholder has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Exchange Act, in the ADSs or equivalent securities at least equal to the ADSs being tendered, and (2) the tender of ADSs complies with Rule 14e-4. Renren’s acceptance for payment of ADSs tendered pursuant to the Offer will constitute a binding agreement between the tendering securityholder and Renren on the terms and subject to the conditions of the Offer;

3. Renren will, upon the terms and subject to the conditions of the Offer, determine a single per ADS price (the “Final Purchase Price”), not greater than $2.75 nor less than $2.40 per ADS, net to the seller in cash, less any applicable withholding taxes, less a cancellation fee of $0.05 per ADS accepted for purchase in the Offer to be paid to the Depositary, and without interest, that it will pay for ADSs properly tendered and not properly withdrawn from the Offer, taking into account the number of ADSs tendered and the prices specified by tendering securityholders;

4. The Final Purchase Price will be the lowest purchase price (in increments of $0.05 per ADS), not greater than $2.75 nor less than $2.40 per ADS, that will allow Renren to purchase $50 million in value of ADSs, or such lower amount equal to the value of the ADSs properly tendered and not properly withdrawn;

5. Renren reserves the right, in its sole discretion, to increase or decrease the per ADS purchase price and to increase or decrease the value of ADSs sought in the Offer, in each case subject to applicable law;

6. All ADSs properly tendered prior to the Expiration Date at or below the Final Purchase Price and not properly withdrawn will be purchased in the Offer at the Final Purchase Price, upon the terms and subject to the conditions of the Offer to Purchase, including the “odd lot” priority, proration (if more than the number of ADSs sought are properly tendered) and conditional tender provisions described in the Offer to Purchase;

7. Renren will return at its expense all ADSs it does not purchase, including ADSs tendered at prices greater than the Final Purchase Price and not properly withdrawn and ADSs not purchased because of proration or conditional tenders, promptly following the Expiration Date;

8. Under the circumstances set forth in the Offer to Purchase and subject to applicable law, Renren expressly reserves the right, in its sole discretion, to terminate the Offer at any time and from time to time, upon the occurrence of any of the events set forth in Section 7 of the Offer to Purchase and to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any ADSs by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. During any such extension, all ADSs previously tendered and not properly withdrawn will remain subject to the Offer and to the rights of a tendering securityholder to withdraw such securityholder’s ADSs;

9. Securityholders who cannot deliver their ADRs and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their ADSs by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase;

10. Renren has advised the undersigned to consult with the undersigned’s own advisors as to the consequences of tendering ADSs pursuant to the Offer; and

11. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF ADSs BE ACCEPTED FROM OR ON BEHALF OF) SECURITYHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION.

The undersigned agrees to all of the terms and conditions of the Offer.

Unless otherwise indicated below in the section captioned “Special Issuance Instructions,” please issue the check for payment of the purchase price and/or return any ADRs evidencing ADSs not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of ADSs

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Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any ADRs for ADSs not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of ADSs Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any ADRs for ADSs not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such ADRs (and any accompanying documents, as appropriate) to, the person or persons so indicated. Appropriate medallion signature guarantees by an Eligible Institution (as defined in Instruction 1) have been included with respect to ADSs for which Special Issuance Instructions have been given. The undersigned recognizes that Renren has no obligation pursuant to the “Special Payment Instructions” to transfer any ADSs from the name of the registered holder(s) thereof if Renren does not accept payment for any of the ADSs.

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

SPECIAL PAYMENT INSTRUCTIONS

To be completed ONLY if ADRs representing ADSs not tendered or not accepted for payment and/or the check for payment of the purchase price of ADSs accepted for payment are to be issued in the name of someone other than the undersigned.

Issue:   o  Check      o  ADR(s) to:

Name(s): ____________________________________________________________________________

(Please Print)

Address: ____________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________
(Include Zip Code)

____________________________________________________________________________________
(Tax Identification or Social Security Number)

If you complete this box, please also provide a W-9 completed and signed by the person in whose name the check is to be issued.

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if ADRs representing ADSs not tendered or not accepted for payment and/or the check for payment of the purchase price of ADSs accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

Mail:   o  Check      o  ADR(s) to:

Name(s): ____________________________________________________________________________

(Please Print)

Address: ____________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________
(Include Zip Code)

____________________________________________________________________________________
(Tax Identification or Social Security Number)

 
 
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IMPORTANT:  SECURITYHOLDERS SIGN HERE

X: _________________________________________________________________________________
  
X: _________________________________________________________________________________
                                                                             Signature(s) of Securityholder(s)

DATED: _____________________, 2015

(Must be signed by registered ADS holder(s) exactly as name(s) appear(s) on ADR(s) representing such ADS(s) or by person(s) authorized to become registered holder(s) of ADR(s) as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 6).

Name(s): ____________________________________________________________________________
                                                                                                (Please Print)

Capacity (full title): ___________________________________________________________________

Address: ____________________________________________________________________________
                                                                                            (Include Zip Code)

Daytime Area Code and Telephone Number: _______________________________________________

Taxpayer Identification or Social Security No.: _____________________________________________

(Complete Accompanying IRS Form W-9 or Appropriate IRS Form W-8)

Signature(s) Guarantee
(See Instructions 1 and 6)

Complete ONLY if required by Instruction l.

Your signature must be medallion guaranteed by an Eligible Institution (see Instruction 1).

NOTE: A notarization by a notary public is not acceptable.

FOR USE BY FINANCIAL INSTITUTION ONLY.

PLACE MEDALLION GUARANTEE IN SPACE BELOW.

 
 
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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the registered holder(s) of ADSs tendered herewith, unless such registered holder(s) has (have) completed the section captioned “Special Issuance Instructions” on this Letter of Transmittal) or (b) such ADSs are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of Medallion Program approved by the Securities Transfer Agents Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as the term is defined in Exchange Act Rule 17Ad-15, each of the foregoing constituting an “Eligible Institution.” In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6. If you have any questions regarding the need for a signature guarantee, please call the Information Agent at (866) 821-0284.

2. Requirements of Tender.  For a securityholder to validly tender ADSs pursuant to the Offer, (a) a Letter of Transmittal, properly completed and duly executed, and the ADR(s) representing the tendered ADSs, together with any required signature guarantees, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Date, or (b) an Agent’s Message and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Date and ADSs must be delivered pursuant to the procedures for book-entry transfer set forth in this Letter of Transmittal (and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date, or (c) the securityholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase. This Letter of Transmittal is to be completed by securityholders who wish to tender ADRs evidencing their ADSs (if issued in certificated form) pursuant to clause (a) of this Instruction 2.

Tenders of ADSs made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If Renren extends the Offer beyond that time, tendered ADSs may be withdrawn at any time until the extended Expiration Date. ADSs that have not previously been accepted by Renren for payment may be withdrawn at any time after 12:00 midnight, New York City time, on May 28, 2015. To withdraw tendered ADSs, securityholders must deliver a written notice of withdrawal to the Depositary within the prescribed time period at one of the addresses set forth in this Letter of Transmittal. Any notice of withdrawal must specify the name of the tendering securityholder, the number of ADSs to be withdrawn, and the name of the registered holder of the ADSs to be withdrawn, if different from the tendering securityholder. In addition, if the ADRs evidencing ADSs to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the ADRs, the tendering securityholder must also submit the serial numbers shown on the particular ADRs evidencing ADSs to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of ADSs tendered by an Eligible Institution). If ADSs have been tendered pursuant to the procedures for book-entry transfer, the notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn ADSs and otherwise comply with the procedures of that facility. Withdrawals may not be rescinded and any ADSs withdrawn will not be properly tendered for purposes of the Offer unless the withdrawn ADSs are properly re-tendered prior to the Expiration Date by following the procedures described above.

Securityholders whose ADRs evidencing for ADSs are not immediately available or who cannot deliver their ADRs and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Date may tender their ADSs by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Renren, must be received by the Depositary prior to the Expiration Date and (c) the ADRs for all tendered ADSs in proper form for transfer (or a book-entry confirmation with respect to all such ADSs), together with a Letter of Transmittal (or copy of the Letter of Transmittal), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary, in each case within three New York Stock Exchange

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trading days after the date of execution of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A “trading day” is any day on which the New York Stock Exchange is open for business. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary, which states that DTC has received an express acknowledgment from the participant in DTC tendering the ADSs that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Renren may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF ADSs, THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING SECURITYHOLDER. ADSs, THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF YOU ELECT TO DELIVER BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional ADSs will be purchased. All tendering securityholders, by execution of this Letter of Transmittal (or a copy of this Letter of Transmittal), waive any right to receive any notice of the acceptance for payment of their ADSs.

3. Inadequate Space.  If the space provided in this Letter of Transmittal is inadequate, the ADR numbers and/or the number of ADSs should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Securityholders Who Tender by Book-Entry Transfer).  If fewer than all of the ADSs represented by any ADR submitted to the Depositary are to be tendered, fill in the number of ADSs that are to be tendered in the box entitled “Number of ADSs Tendered.” In any such case, new ADR(s) for the remainder of the ADSs that were evidenced by the old ADR(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the ADSs tendered herewith. All ADSs represented by ADRs delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Indication of Price at Which ADSs are Being Tendered.  For ADSs to be properly tendered, the securityholder MUST either (1) check the box in the section captioned “ADSs Tendered At Price Determined Under The Offer” in order to maximize the chance of having Renren accept for payment all of the ADSs tendered (subject to the possibility of proration) or (2) check the box indicating the price per ADS at which such securityholder is tendering ADSs under “ADSs Tendered At Price Determined by Securityholder.” Selecting option (1) could result in the securityholder receiving a price per ADS as low as $2.40. ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF ADSs. A SECURITYHOLDER WISHING TO TENDER PORTIONS OF SUCH SECURITYHOLDER’S ADS HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH SECURITYHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH SECURITYHOLDER’S ADSs. The same ADSs cannot be tendered more than once, unless previously properly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

6. Signatures on Letter of Transmittal, Stock Powers and Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the ADSs tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the ADR(s) without any change or alteration whatsoever.

If any of the ADSs tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any ADSs tendered hereby are registered in different names on several ADRs, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of ADRs.

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If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing and submit proper evidence satisfactory to Renren of his or her authority to so act.

If this Letter of Transmittal is signed by the registered owner(s) of the ADSs tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or ADRs for ADSs not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the ADSs tendered hereby, the ADR(s) representing such ADSs must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the ADR(s). The signature(s) on any such ADR(s) or stock power(s) must be guaranteed by an Eligible Institution.

7. Stock Transfer Taxes.  Renren will pay all stock transfer taxes, if any, payable on the transfer to it of ADSs purchased pursuant to the Offer. If, however, payment of the Final Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if ADSs not purchased in the Offer are to be registered in the name of, any person(s) other than the registered owner(s), or if tendered certificates are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered owner(s) or such other person(s)), payable on account of the transfer to such person(s) will be deducted from the Final Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption from the payment of such stock transfer taxes, is submitted with this Letter of Transmittal.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the ADRs listed in this Letter of Transmittal.

8. Special Payment and Delivery Instructions.  If a check for the purchase price of any ADSs accepted for payment is to be issued in the name of, and/or ADRs for any ADSs not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such ADRs are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.

9. Waiver of Conditions; Irregularities.  All questions as to the number of ADSs to be accepted, the purchase price to be paid for ADSs to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of ADSs and the validity (including time of receipt) and form of any notice of withdrawal of tendered ADSs will be determined by Renren, in its sole discretion, and such determination will be final and binding on all parties. Renren may delegate power in whole or in part to the Depositary. Renren reserves the absolute right to reject any or all tenders of any ADSs that Renren determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of Renren’s counsel, be unlawful. Renren reserves the absolute right to reject any notices of withdrawal that it determines are not in proper form. Renren also reserves the absolute right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the conditions of the Offer prior to the Expiration Date, or any defect or irregularity in any tender or withdrawal with respect to any particular ADSs or any particular securityholder (whether or not Renren waives similar defects or irregularities in the case of other securityholders), and Renren’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. In the event a condition is waived with respect to any particular securityholder, the same condition will be waived with respect to all securityholders. No tender or withdrawal of ADSs will be deemed to have been properly made until all defects or irregularities have been cured by the tendering or withdrawing securityholder or waived by Renren. Renren will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender or withdrawal of ADSs. Unless waived, any defects or irregularities in connection with tenders or withdrawals must be cured within the period of time Renren determines. None of Renren, the Dealer Manager, the Information Agent, the

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Depositary or any other person will be obligated to give notice of any defects or irregularities in any tender or withdrawal, nor will any of the foregoing incur any liability for failure to give any such notification.

10. Backup Withholding.  In order to avoid backup withholding of U.S. federal income tax (currently at a 28% rate) on payments of cash pursuant to the Offer, a securityholder that is a U.S. person and that receives cash for tendered ADSs in the Offer must (a) qualify for an exemption, as described below, and, if required, establish such exemption to the satisfaction of the payor or (b) provide the Depositary with such securityholder’s correct taxpayer identification number (“TIN”) (i.e., social security number or employer identification number) on IRS Form W-9 included with this Letter of Transmittal and certify under penalties of perjury that (i) the TIN provided is correct, (ii) (x) the securityholder is exempt from backup withholding, (y) the securityholder has not been notified by the Internal Revenue Service (the “IRS”) that such securityholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (z) the IRS has notified the securityholder that such securityholder is no longer subject to backup withholding, and (iii) the securityholder is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the securityholder upon timely filing an income tax return.

A tendering securityholder that is a U.S. person is required to give the Depositary the TIN of the record owner of the ADSs being tendered. If the ADSs are held in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report.

If a securityholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such securityholder should write “Applied For” in the space provided for the TIN in Part I of the IRS Form W-9, and sign and date the IRS Form W-9. Writing “Applied For” means that a securityholder has already applied for a TIN or that such securityholder intends to apply for one soon. Notwithstanding that the securityholder has written “Applied For” in Part I, the Depositary will withhold at the applicable statutory rate (currently 28%) on all payments made prior to the time a properly certified TIN is provided to the Depositary, unless the securityholder otherwise establishes an exemption from backup withholding.

Some securityholders (generally including corporations and securityholders that are not U.S. persons) are exempt from backup withholding. To prevent possible erroneous backup withholding, exempt securityholders should consult the instructions to the enclosed IRS Form W-9 for additional guidance. Securityholders that are not U.S. persons should complete and sign the main signature form and IRS Form W-8BEN or W-8BEN-E, a copy of which may be obtained from the Depositary, or other applicable IRS Form W-8, in order to avoid backup withholding. See the instructions to the enclosed IRS Form W-9 and Section 13 of the Offer to Purchase for more information.

11. Requests for Assistance or Additional Copies.  If you have questions or need assistance, you should contact the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Letter of Transmittal. If you require additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, the IRS Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at Renren’s expense.

12. Lost, Destroyed or Stolen ADRs.  If any ADR(s) representing ADSs has been lost, destroyed or stolen, the securityholder should promptly notify the Depositary at the toll free number (877) 248-4237 (1-877-CITIADR). The securityholder will then be instructed by the Depositary as to the steps that must be taken in order to replace the ADR. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen ADRs have been followed.

13. Conditional Tenders.  As described in Sections 3 and 6 of the Offer to Purchase, securityholders may condition their tenders on all or a minimum number of their tendered ADSs being purchased.

If you wish to make a conditional tender you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. In this box in this

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Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of ADSs that must be purchased if any are to be purchased.

As discussed in Sections 3 and 6 of the Offer to Purchase, proration may affect whether Renren accepts conditional tenders and may result in ADSs tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of ADSs would not be purchased. If, because of proration (because more than the number of ADSs sought are properly tendered), the minimum number of ADSs that you designate will not be purchased, Renren may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all of your ADSs and check the box so indicating. Upon selection by lot, if any, Renren will limit its purchase in each case to the designated minimum number of ADSs.

All tendered ADSs will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.

The conditional tender alternative is made available so that a securityholder may seek to structure the purchase of ADSs pursuant to the Offer in such a manner that the purchase will be treated as a sale of such ADSs by the securityholder, rather than the payment of a dividend to the securityholder, for federal income tax purposes. If you are an odd lot holder and you tender all of your ADSs, you cannot conditionally tender, because your ADSs will not be subject to proration. It is the tendering securityholder’s responsibility to calculate the minimum number of ADSs that must be purchased from the securityholder in order for the securityholder to qualify for sale rather than dividend treatment. Each securityholder is urged to consult his or her own tax advisor. See Section 6 of the Offer to Purchase.

14. Odd Lots.  As described in Section 1 of the Offer to Purchase, if Renren is to purchase fewer than all ADSs tendered before the Expiration Date and not properly withdrawn, the ADSs purchased first will consist of all ADSs properly tendered and not properly withdrawn by any securityholder who owned, beneficially or of record, an aggregate of fewer than 100 ADSs, and who tenders all of the holder’s ADSs at or below the purchase price. This preference will not be available unless the section captioned “Odd Lots” is completed.

15. Order of Purchase in Event of Proration.  As described in Section 1 of the Offer to Purchase, securityholders may designate the order in which their ADSs are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the ADSs purchased. See Section 1 and Section 13 of the Offer to Purchase.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR, FOR ELIGIBLE INSTITUTIONS, A MANUALLY SIGNED COPY OF THIS LETTER OF TRANSMITTAL), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER ADRs FOR TENDERED ADSs MUST BE RECEIVED BY THE DEPOSITARY OR ADSs MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SECURITYHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

VOLUNTARY CORPORATE ACTIONS COY: RENC

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What Tax Identification Number to Give the Depositary

The securityholder (or other payee) is required to give the Depositary the social security number or employer identification number of the record holder (or any other payee) of the ADSs tendered hereby. If the ADSs are registered in more than one name or are not in the name of the actual owner, consult the instructions to the enclosed IRS Form W-9 for guidance on which number to report. If the surrendering securityholder (or other payee) has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the securityholder (or other payee) should write “Applied For” in the space provided for the TIN in Part I and sign and date the IRS Form W-9. If “Applied For” is written in Part I and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% of all payments to such securityholder (or other payee) until a properly certified TIN is provided to the Depositary.

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Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at its telephone numbers or address set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Depositary for the Offer is:

CITIBANK, N.A.

By Mail or Overnight Courier:   Citibank, N.A. c/o Voluntary Corporate Actions PO Box 43011 Providence, RI 02940-3011	By Overnight Courier:   Citibank, N.A. c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021

The Information Agent for the Offer is:

480 Washington Blvd., 26^th Floor
Jersey City, NJ 07310
Banks, Brokers and Shareholders
Call Toll-Free (866) 821-0284

The Dealer Manager for the Offer is:

Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Call Toll-Free (855) 483-0952

 
 
Coy: RENC Voluntary Corp Actions