[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED May 2, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [159,300,000 Class A ordinary shares RENREN INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT May May Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London, E14 4QA United Kingdom Deutsche Bank Securities Inc. 60 Wall Street New York, NY, 10005 and Credit Suisse Securities (USA) LLC] [Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China e-mail: sbanks@applebyglobal.com direct dial: Tel: Fax: appleby ref: SB/311904.0009 Dear Sirs 2 May 2011 Renren Inc. (the “Company”) Offering Option Shares ADSs “Prospectus” “Registration Statement” Commission This opinion as to Cayman Islands law is addressed to you in connection with the] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 2, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China American Depositary Shares of Renren Inc. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or] [2 May, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters We are lawyers qualified in the People’s Republic of China (the “PRC”, for purposes of this legal opinion, excluding the Hong Kong Special Administrative Region, Macau Special Administrative] [e-mail: Renren Inc sbanks@applebyglobal.com 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China direct dial: Tel: Fax: appleby ref: SB/311904.0009 Dear Sirs 2 May 2011 Renren Inc. (the “Company”) Shares Registration Statement Commission We have acted as legal counsel in the Cayman Islands to the Company in connection with the offer and] [FORM OF EMPLOYMENT AGREEMENT* Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Purchaser Purchasers Party, Parties each of the parties set forth in W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on Form] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 5 to Registration Statement (Registration No. 333-173548) on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.6 10 dex236.htm CONSENT OF RUIGANG LI] [2 May, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section I). For the purpose of this legal]