Exhibit 4.45


 


 


 



 


Amendment


 


to


 


Framework Purchase Agreement


 


 



 


 


by and among


 


Tianjin Jinhu Media Co., Ltd.


 


and


 


Liu Jian, Huang Hu


 


and


 


Beijing Wole InformationTechnology Co.,
Ltd.


 


and


 


Guangzhou Qianjun Internet Technology
Co., Ltd.


 


and


 


RENREN INC.


 




    	 



    	 



    

 


This Amendment to Acquisition Framework Agreement (this “Amendment”)
is entered into in Beijing, the People’s Republic of China (the “PRC”) on December 1, 2014 by and among:


 


		(1)	Tianjin Jinhu Media Co., Ltd., a limited liability company duly incorporated and validly
existing under the PRC laws, with its registered address at Unit 2101, 21/F Block C3, Area MSD-C, 79 First Avenue, Tianjin Economic
and Technical Development Zone;



 


		(2)	Liu Jian, a PRC citizen, ID Card No.: 310102197211124453;



 


		(3)	Huang Hui, a PRC citizen, ID Card No.: 320622197212230041;



 


		(4)	Beijing Wole Information Technology
Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the PRC laws, with its registered
address at Room 209, No. 18 Building, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing;



 


		(5)	Guangzhou Qianjun Internet Technology Co., Ltd., a limited liability company duly incorporated
and validly existing under the PRC laws, with its registered address at Room 802, 36 Jian Zhong Road, Tianhe District, Guangzhou;



 


		(6)	RENREN INC., a company duly incorporated and validly existing under the laws of the Cayman
Islands and listed on the New York Stock Exchange, with its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104,
Cayman Islands.



 


 


WHEREAS


 


The Parties entered into a framework purchase
agreement dated October 28, 2014 (the “Framework Agreement”), and now hope to amend the payment arrangement
of the Transaction Price provided in Article 2.2 of the Framework Agreement.


 


In consideration of the above, in accordance with Article
11.8 of the Framework Agreement and upon equal and voluntary negotiations between the Parties, the Parties agree upon this Amendment
with respect to the Framework Agreement:


 


		1.	The Parties agree and confirm that Article 2.2
of the Acquisition Framework Agreement shall be amended as:



 


“2.2
Calculation Formula and Time of Payment of the Transaction Price. The Parties agree that the
Transaction Price shall be paid by the Buyer to the Original Shareholders and the Target in two instalments according to the following
schedule:


 






    	  



    	 



    

 


2.2.1
First instalment of payment (the “First Payment”): including: (1) 100% of the
Transfer Price (i.e. RMB 20 million) shall be paid by the Buyer to each of the Original Shareholders according to their respective
percentage of the Target Equity to be transferred; and (2) 80% of the Repaid Debts minus RMB 4 million (i.e. 20% of the Transfer
Price) shall be paid by the Buyer to the Group Creditors to repay the debts owed by the Target to the Group Creditors.


 


The First Payment
shall be made in one lump sum to each of the Original Shareholders and the Group Creditors within 15 working days after the date
on which all the precedent conditions set forth in Article 4.1.2 hereof have been satisfied, or waived by the Buyer.


 


2.2.2 Second
instalment of payment (the “Second Payment”): the remaining amount of the Repaid Debts (i.e. 20% of the Repaid
Debts plus RMB 4 million (20% of the Transfer price)) shall be paid by the Buyer to the Group Creditors to repay the debts owed
by the Target to the Group Creditors.


 


The Second
Payment shall be made in one lump sum to each of the Group Creditors within 15 working days after the date on which all the precedent
conditions set forth in Article 4.2 hereof have been satisfied, or waived by the Buyer.”


 


		2.	No Further Amendments



 


The Parties agree that other
than the abovementioned amendments to Article 2.2 of the Framework Agreement, the other provisions shall remain unchanged.


 


		3.	Language, Versions and Counterparts



 


This Amendment shall be written
in Chinese, and executed in six counterparts, one for each Party, and the rest shall be submitted to the approval authorities,
all of which shall be equally binding.


 


		4.	Effectiveness and Completeness



 


The Parties agree that this Amendment shall be deemed
as amendments and supplements to the Framework Agreement, and shall take effect as of the date of execution by the Parties. In
case of any consistency between this Amendment and the Framework Agreement, this Amendment shall prevail.


 


		5.	Governing Law and Dispute Resolution



 


This Amendment shall be interpreted
according to the PRC laws. The Parties shall first resort to amicable negotiations to resolve the discrepancy and conflicts between
the Parties for any disputes arising from this Amendment in case the negotiations fail, such dispute shall be submitted to China
International Economic and Trade Commission in accordance with the then-effective arbitration rules at the application for such
arbitration. The arbitration shall take place in Beijing and the arbitral proceedings shall be conducted in Chinese. The arbitral
award is final and binding upon all the Parties.


 


		6.	Definition



 


Unless otherwise provided,
the terms used in this Amendment shall have the same meanings as ascribed in the Framework Agreement.


 


[The remainder of this page is intentionally
left blank.]




    	  



    	 



    

 


 


(This page is the signature page of this Amendment
and contains no body text.)


 


This Amendment is executed by the Parties on the date first
above written:


 


 


	
        Tianjin Jinhu Media Co., Ltd. (Company seal)

         

         

         

        By: /s/ Charles Zhang             

        Name: Charles Zhang

        Title: Chief Executive Officer of Sohu.com Inc.

         

         



 


 




    	  



    	 



    

 


(This page is the signature page of this Amendment and
contains no body text.)


 


This Amendment is executed by the Parties on the date first
above written:


 


 


Liu Jian


 


Signature:  /s/ Liu Jian      


 


 


Huang Hui


 


Signature:  /s/ Huang Hui       


 


 


	
        Guangzhou Qianjun Internet Technology Co., Ltd.
        (Company seal)

         

         

        By: /s/ Liu Jian         

        Name: Liu Jian

        Title: Chairman

         



Beijing Wole Technology Co., Ltd. (Company
seal)


 


 


By: /s/ Zhou Juan       


Name: Zhou Juan


Title: Chairman


 


 


 




    	  



    	 



    

 


(This page is the signature page of this Amendment
and contains no body text.)


 


This Supplementary Agreement is executed by the Parties on the
date first above written:


 


 


	
        RENREN INC. (Company seal)

         

         

         

        By: /s/ Joseph Chen        

        Name: Joseph Chen

        Title: Director