Exhibit 4.38





 


 


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., Ltd


RenRen Hu Yu (Hong Kong) Ltd.


Tianjin Haichuan Huyu Management Partnership
(LP)


 


And


 


He Chuan


 


 


 


 


 


January 5, 2016


 


Beijing, China


 


 



     


     


    




 


 


 


 


 


 


Table of Contents


 





	Article I Definition and Interpretation	2
	Article II Arrangement for this Transfer	4
	Article III Special Provisions	6
	Article IV Confidentiality	7
	Article V Default Liabilities	7
	Article VI Applicable Law and Dispute Resolution	8
	Article VII Effectiveness and Termination of Agreement 	8
	Article VIII Miscellaneous 	8







  



     


     


    




 


Framework Agreement


on Transfer of Game Business by Renren
Inc.


 


This Framework Agreement on Transfer of
Game Business by Renren Inc. (the “Agreement”) is made and entered into by and among the following parties as of January
5, 2016 in Beijing, the People’s Republic of China:


 


1. Renren Inc., an exempted company established
under the laws of the Cayman Islands, with registered address at Po Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.


 


2. Link 224 Inc., an exempted company established
under the laws of the Cayman Islands, with registered address at Po Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.


 


3. RENREN GAME HONGKONG LIMITED (“Hong
Kong Renren”), a limited company incorporated and existing under the laws of Hong Kong, with registered address at Room 905A
9/F Block A, Sea View Estate, 2 Watson Road North Point, HK.


 


4. Shanghai
Renren Games Technology Development Co., Ltd (“Shanghai Renren”), a limited company incorporated and existing
under the laws of the People’s Republic of China, with registration number of 310113001007496, and address at Suite 257i,
No. 668 Shangda Road, Baoshan District, Shanghai, legal representative: He Chuan


 


5. He Chuan, a Chinese citizen, with ID
card number *****, with address at *****, holds 70% equity interest in Shanghai Renren.


 


6. RenRen Hu Yu (Hong Kong) Ltd. (“RenrRen
Hu Yu”), a limited company incorporated and existing under the laws of Hong Kong, with registered address at RM 1501 (484)
15/F SPA CTR, 53-55 Lockhart Rd, Wanchai, Hong Kong.


 


7. Tianjin Haichuan Huyu Management Partnership
(LP) (“Haichuan Huyu”), a partnership lawfully established and existing under the laws of the People’s Republic
of China, with registered address at Suite 211, 2/F., No. 9 block, Shengtai Jianshe Building, Zhongcheng Ave West and Zhongbin
Ave South., SSTEC, Binhai New District, Tianjin.


 


(The abovementioned parties are hereinafter
referred to collectively as “the Parties” and each as a “Party”)


 



     


     


    




 


Whereas,


 


1. Renren Inc. has adopted board resolutions
to approve the transfer of the following to Shanghai Renren: its equity interest in Renren Game Network Tech. Development (Shanghai)
Co., Ltd. (“Renren Network”), the related intangible assets such as rights to the trademarks set out in Annex I, its
equity interest in and the related assets of Funall Technology Inc. (Cayman Islands), its subsidiaries, namely Taiwan Lewo Tech.
Development Co., Ltd. and Japan-based Renren Game Japan, Inc. (the “Other Game Business and Assets”).


 


2. The Parties have agreed on the procedures
and timetable of the abovementioned transaction.


 


NOW THEREFORE, in accordance with the Company
Law of the People’s Republic of China, the Contract Law of the People’s Republic of China and other relevant laws and
regulations and through amicable consultation, in respect of the abovementioned transaction the Parties hereby agree as follows:


 


Article I Definition and Interpretation


 


The terms used in this Agreement are defined
as follows:


 





	This Agreement    	This Framework Agreement on Transfer of Game Business by Renren Inc.
	 	 
	Hong Kong Renren   	RENREN GAME HONGKONG LIMITED
	 	 
	Shanghai Renren     	Shanghai
    Renren Games Technology Development Co., Ltd  
	 	 
	Renren Network        	Renren Game Network Tech. Development (Shanghai) Co., Ltd. 
	 	 
	RenRen Hu Yu          	RenRen Hu Yu (Hong Kong) Ltd. 
	 	 
	Haichuan Huyu         	Tianjin Haichuan Huyu Management Partnership (LP)
	 	 
	Other Game 	 
	Business and Assets      	The equity interest in and the related assets of Funall Technology Inc. (Cayman Islands), its subsidiary Taiwan Lewo Tech. Development Co., Ltd. and Japan-based Renren Game Japan, Inc.
	 	 
	Investors            	The debt or equity investors introduced by Shanghai Renren in order to perform its payment obligations under this Agreement 










 






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	Capital Increase 	 
	Agreement       	Agreement on Capital Increase in hanghai
    RenRen Games Technology Development Co.,Ltd
	 	 
	This Transfer     	The transaction mentioned in the first paragraph of the Whereas clause. 
	 	 
	Business Day    	Any day other than Saturdays, Sundays and the statutory holidays in China
	 	 
	Day           	Any calendar day. Unless otherwise specified in this Agreement, a Day referred to in this Agreement shall be a calendar day. 
	 	 
	Force Majeure     	Any event (i) that is unforeseeable by and beyond the control of the Parties, or foreseeable but inevitable; (ii) that occurs after the execution date of this Agreement; and (iii) that prevents any Party from performing this Agreement in whole or in part. Force Majeure events include, without limitation, act of public enemies, fire without the negligence or malpractice of a Party, flood, earthquake, typhoon or any other natural disaster, epidemic, or war. 
	 	 
	Yuan         	Unless otherwise expressly provided, the amounts referred to in this agreement are denominated in RMB Yuan.
	 	 
	PRC          	The People’s Republic of China. For the purpose of this Agreement, it does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan. 
	 	 
	PRC Laws   	Laws, administrative regulations and regulating documents that are officially promulgated by the PRC authorities and publicly available in the PRC. For the purpose of this Agreement, this term does not include the laws, regulations or regulating documents of Hong Kong Special Administrative Region, Macao Special Administrative Region or Taiwan. 










 



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Article II Arrangement for this Transfer


 


2.1 Plan of Transfer


 


It is mutually confirmed by the Parties
that the transfer of the equity interest in Renren Network, the rights to the trademark and related intangible assets set out in
Annex I, and the Other Game Business and Assets is to be carried out in accordance with the following plan:


 


(1) RenRen Hu Yu is to make offshore acquisition
of the Other Game Business and Assets at the price of USD7.5 million.


 


(2) Liu Jian is to transfer the 30% equity
interest in Shanghai Renren held by him to Haichuan Huyu at a price of RMB3 million; and in the meantime, Haichuan Huyu, Shanghai
Renren and Renren Network are to enter into VIE agreements.


 


(3) After the completion of the equity
interest transfer mentioned in the above paragraph (2) of Article 2.1, the Investors are to invest RMB120 million in Shanghai Renren
in the form of capital increase (the final amount is subject to the Capital Increase Agreement to be entered into between Shanghai
Renren and the Investors). The Parties agree that all the VIE agreements between Renren Network, Shanghai Renren and any related
parties are to be rescinded on the day when the Investors pay their contribution in full amounts to Shanghai Renren in accordance
with the Capital Increase Agreement.


 


(4) Shanghai Renren is to acquire 100%
equity interest of Renren Network held by Hong Kong Renren at the price of USD10 million, and to pay Hong Kong Renren the transfer
price for the equity interest of Renren Network in two installments. The Parties agree that, from the date that Shanghai Renren
pays the first installment of the equity interest transfer price, Shanghai Renren starts to have shareholder’s rights and
obligations as to Renren Network.


 


(5) Beijing Qianxiang Oaks Wangjing
Internet Technology Development Co., Ltd. and Shanghai Qianxiang Changda Information Technology Development Co., Ltd. (collectively
“Wangjing and Changda”) are to transfer to Shanghai Renren the rights to the trademarks set out in Annex I, and
before the completion of the business registration of the transfer, Wangjing and Changda are to authorize Shanghai Renren to
exclusively use such trademarks for free. Shanghai Renren voluntarily and irrevocably warrants that upon the expiration of
five years from the date on which application for the transfer of the trademarks set out in Annex I is lodged with the
trademark administrative authority, Shanghai Renren will unconditionally waive all the rights pertaining to the trademarks
containing the characters of “人人”,
and will not, in any form, use or license others to use any trademark containing the characters of “人人”。


 


(6) After obtaining the transfer price
for the 30% equity interest in Shanghai Renren, Liu Jian shall repay the debt of RMB3 million that he owes to Renren Network. The
debt of RMB7 million owed by He Chuan to Renren Network will remain on the account of Renren Network for the time being.


 



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2.2 Transaction Procedure


 


(1) Renren Inc., Link 224 Inc., Hong Kong
Renren, Shanghai Renren, RenRen Hu Yu, Haichuan Huyu and He Chuan are to enter into this Agreement.


 


(2) RenRen Hu Yu is to pay Link 224 Inc.
or its affiliates the transfer price for the Other Game Business and Assets.


 


(3) Wangjing and Changda and Shanghai Renren
are to enter into agreements for the exclusive licensing of the trademark rights set out in Annex I and for transfer of trademark
rights, and to handle the formalities for change of business registration for the transfer of the trademark as stipulated in such
agreements.


 


(4) Shanghai Renren and Hong Kong Renren
are to enter into an agreement for the transfer of the 100% equity interest of Renren Network, and the shareholders of Renren Network
shall make decision on approving Shanghai Renren to acquire the 100% equity interest of Renren Network.


 


(5) Liu Jian and Haichuan Huyu are to enter
into an agreement for the transfer of 30% equity interest of Shanghai Renren, and Shanghai Renren shall assemble a general meeting
to pass the resolutions on approving Liu Jian to transfer the 30% equity interest of Shanghai Renren held by him to Haichuan Huyu
at the price of RMB3 million. After obtaining the payment for the transfer, Liu Jian shall immediately pay the debt of RMB3 million
he owes to Renren Network. Meanwhile, Haichuan Huyu, Shanghai Renren and Renren Network are to enter into VIE agreements.


 


(6) After the completion of the transaction
provided under paragraph (4) of Article 2.2 hereof, the Investors, Shanghai Renren, Hechuan are to enter into the Capital Increase
Agreement, and:


(i) The Investors shall pay Shanghai Renren
the deposit in a sufficient amount as stipulated in the Capital Increase Agreement;


(ii) The Investors shall issue a letter
of undertaking in relation to the investment to Shanghai Renren.


 


(7) After the completion of the transaction
provided under paragraph (6) of Article 2.2 hereof, Shanghai Renren is to handle the formalities for the change in business registration
for the equity interest transfer set forth in paragraph (5) of Article 2.2 hereof.


 


(8) Within three (3) Business Days of the
completion of the transaction provided under paragraph (6) of Article 2.2 hereof, Renren Network is to make application to the
competent commerce authority for examining of the change in equity interest and the conversion from a foreign-funded enterprise
to a domestic-funded enterprise.


 



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(9) Within five (5) Business Days of the
date when Shanghai Renren completes the formalities for change in business registration for the equity interest transfer and Renren
Network obtains the official approval from the competent authorities in respect of the change in equity interest, Shanghai Renren
shall assemble a general meeting and adopt resolutions approving that the Investors are to make investment in Shanghai Renren for
Capital Increase, that the Investors are to pay the capital contribution in full amount to Shanghai Renren in accordance with the
Capital Increase Agreement; and that Renren Network and Shanghai Renren and the related parties are to rescind all the VIE agreements
they have entered into.


 


(10) After the completion of what is provided
under paragraph (9) of Article 2.2 hereof, Shanghai Renren is to pay Hong Kong Renren 90% of the total transfer price for the transfer
of equity interest of Renren Network; Shanghai Renren is to handle formalities for the change in business registration for the
Capital Increase. The Parties agree that after Shanghai Renren pays the abovementioned equity transfer price, Shanghai Renren will
start to have the shareholder’s rights and obligations as to Renren Network.


 


(11) Within three (3) Business Days of
the completion of what is provided under paragraph (10) of Article 2.2 hereof, Renren Network shall apply to the competent Administration
for Industry and Commerce for the change in business registration for the equity interest transfer, and after the completion of
the change in business registration, Renren Network shall initiate the tax settlement for the conversion from a foreign-funded
enterprise to a domestic-funded enterprise as soon as possible.


 


(12) Within five (5) Business Days of the
expiration of three (3) months from the completion of the formalities for the change in business registration for the equity interest
transfer by Renren Network, or within Five (5) Business Days of the completion of the tax settlement for the conversion from foreign-funded
enterprise to domestic-funded enterprise by Renren Network (whichever is earlier), Shanghai Renren is to pay the balance of the
equity transfer price of Renren Network to Hong Kong Renren.


 


Article III Special Provisions


 


3.1 Transaction Documents


 


It is mutually confirmed by the Parties
that they will execute the relevant shareholders’ resolutions, equity interest transfer agreement or asset transfer agreement,
and the amendment to Articles of Association, etc., with respect to the transfer of the game business by Renren Inc.


 


3.2 Transfer Price of Equity Interest in
Renren Network


 


It is mutually confirmed by the Parties
that if, prior to the tax settlement set forth in paragraph (11) of Article 2.2 hereof being completed, Renren Network is required
to pay any fines or late charges due to the irregularities or illegal actions in its business operation, or if there is any taxes,
late charges or penalties due as a result of the tax settlement for the conversion of Renren Network from a wholly foreign-owned
enterprise to a domestic-owned enterprise that shall be paid by Renren Network before the completion of the tax settlement set
forth in paragraph (11) of Article 2.2 hereof, Shanghai Renren may deduct the amount of such taxes, late charges and penalties
from the equity transfer price payable to Renren Network. If the balance of the transfer price fails to cover such amount, Renren
Inc., Link224 Inc., Hong Kong Renren and other affiliates shall be liable jointly and severally for payment of the abovementioned
taxes, late charges and penalties.


 



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3.3 Warranty on Cooperation in The Transaction


 


Renren Inc., Link 224 Inc. and Hong Kong
Renren warrant that Renren Inc., Link 224 Inc. and Hong Kong Renren and their affiliates will use their best efforts to cooperate
during this Transaction, including but not limited to, cooperating in handling the relevant formalities for seeking examination
and approval from the competent business authorities, change of business registration, tax settlement, etc.


 


Article IV Confidentiality


 


4.1 The terms and conditions of this Agreement,
including but not limited to the existence of them, are confidential information; any Party hereto may not disclose any information
related to this Agreement to any other person, entity or company, unless otherwise required by the applicable laws or regulations
of the competent stock exchanges or regulatory authorities.


 


If any Party is required to disclose any
information in relation to this Agreement, the Party shall, before making such disclosure, consult with the other Parties with
respect to the timing, content and means of making such disclosure, and shall, to the extent possible, maintain certain parts of
contents in confidence per other Parties’ reasonable request.


 


Article V Default Liabilities


 


5.1 The Parties shall perform this Agreement
in good faith. If any Party (defaulting party) fails to perform any of its obligations hereunder, or makes any fraudulent representation,
warranty or covenant, such Party is deemed to have breached this Agreement. If the defaulting party causes any loss to any non-defaulting
party, the non-defaulting party is entitled to claim compensation from the defaulting party.


 



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5.2 The default liabilities of any Party
under this Agreement will not be discharged as a result of the termination of this Agreement.


 


5.3 It is mutually agreed by the Parties
that if one or more items of the procedure stipulated in Article 2.2 hereof is completed earlier than originally scheduled, the
case will not be deemed a breach of this Agreement, and the Parties shall perform their respective obligations in the sequence
as provided in the procedure. If any Party fails to perform its obligations to complete any procedure that is scheduled earlier
in the sequence than what has been completed ahead of schedule and should have been completed as originally scheduled, the other
Parties may require the failing party to bear default liabilities and to return what has been completed ahead of schedule to the
status quo.


 


Article VI Governing Law and Dispute Resolution


 


6.1 Governing law: the laws of the PRC.


 


6.2 It is agreed by the Parties that any
dispute arising from this Agreement must be resolved through amicable negotiation first. If the Parties fail to reach an agreement,
any Party is entitled to submit the dispute to the Beijing Arbitration Commission. And the place of arbitration shall be Beijing.
The arbitration shall be carried out in accordance with the arbitration rules of the arbitration commission in force at the time
of filing the case with the Commission. The award of arbitration shall be final and binding upon the Parties.


 


Article VII Effectiveness and Termination
of Agreement


 


7.1 This Agreement becomes effective upon
the date of execution by the Parties.


 


7.2 This Agreement may be terminated upon
the written consent of each Party.


 


7.3 Article IV (Confidentiality) and Article
V (Default Liabilities), Article VI (Applicable Law and Dispute Resolution) of this Agreement shall remain in full force and effect
after the termination of this Agreement.


 


Article VIII Miscellaneous


 


8.1 The headlines contained in this Agreement
are for convenience of reference purposes only, and shall not affect in any way the interpretation of this Agreement.


 


8.2 In the event of a Force Majeure event,
any Party affected by the event shall suspend the performance of its obligations under this Agreement within the scope and for
the period of the effect of such event, and the time for performance of such obligations shall be extended automatically for an
equal period to that of the suspension of performance. The Party claims Force Majeure shall duly notify other Parties through facsimile
and shall, within seven (7) days of sending such facsimile, send a its confirmation to them via registered mail, and provide proper
evidence to prove the occurrence and lasting period of the adverse effect of such Force Majeure event. The Party claims Force Majeure
shall make all reasonable efforts to reduce or avoid the effect of such Force Majeure event on its obligations this Agreement.


 



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If a Force Majeure event occurs, the Parties
shall negotiate on a fair resolution and make all possible and reasonable efforts to alleviate the effect of such Force Majeure
event. The operating risk resulting from the Force Majeure event are to be borne by all the shareholders; if any Force Majeure
event defeats the purpose of this Agreement or renders the terms under this Agreement impossible to perform, the Parties shall
settle such case through amicable negotiation.


 


8.3 If any provisions of this Agreement
becomes invalid in accordance with any laws, regulations or governmental orders, all other provisions of this Agreement shall remain
in full force and effect. Upon such determination that any provisions is invalid, the Parties shall perform this Agreement based
on the general principle of this Agreement, and modify this Agreement so as to effect the original intent of the Parties upon their
execution of this Agreement as closely as possible .


 


8.4 The Parties shall, or if necessary,
procure any other companies or individuals to take all reasonable actions, guarantee or take any other measures, in order to cause
all the terms and conditions under this Agreement to take effect and be performed.


 


8.5 The full, punctual and bona fide performance
by the Parties of their respective obligations provided under this Agreement is of great importance for the fulfillment of this
Agreement.


 


8.6 The failure of any Party to enforce
any rights under this Agreement shall be deemed to be a waiver of any other rights hereunder, nor shall it be deemed that the Party
has permanently waived such rights (unless such rights shall not be enforced once waived according to the PRC laws). No failure
or delay by any Party in exercising any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right.


 


8.7 This Agreement is executed and delivered
in seven counterparts, one counterpart for each party. Each of the counterparts shall have the same legal effect.


 


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signature page to this Framework Agreement


on Transfer of Game Business by Renren Inc.)


 


 


Renren Inc. (Company Seal)


 


 


Authorized Representative (Signature):


/s/ Joseph Chen


 


 


 


 



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on Transfer of Game Business by Renren Inc.)


 


 


 


Link 224 Inc. (Company Seal)


 


 


Authorized Representative (Signature):


/s/ Joseph Chen


 


 


 




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RENREN GAME HONGKONG LIMITED (Company Seal)


/seal/ RENREN GAME HONGKONG LIMITED


 


 


Authorized Representative (Signature):


/s/ James Jian Liu


 




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on Transfer of Game Business by Renren Inc.)


 


 


Shanghai Renren
Games Technology Development Co., Ltd (Company Seal)


/seal/ Shanghai
Renren Games Technology Development Co., Ltd


 


 


Legal Representative or Authorized Representative
(Signature):


/s/ He Chuan


 


 



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on Transfer of Game Business by Renren Inc.)


 


RenRen Hu Yu (Hong Kong) Limited


/seal/ RenRen Hu Yu (Hong Kong) Limited


 


Authorized Representative (Signature):


/s/ He Chuan


 




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on Transfer of Game Business by Renren Inc.)


 


 


Tianjin Haichuan Huyu Management Partnership
(LP) (Company Seal)


/seal/ Tianjin Haichuan Huyu Management
Partnership (LP)


 


 


Executive Partner or Authorized Representative
(Signature):


/s/ He Chuan


 


  




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on Transfer of Game Business by Renren Inc.)


 


 


 


He Chuan (Signature):


/s/ He Chuan


 


 






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